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Paperless Packet for BPW 02.03.21
Board of Public Works and Safety Meeting Agenda Wednesday, February 3, 2021 – 10:00 a.m. Via Videoconference MEETING CALLED TO ORDER 1. MINUTES a. Minutes from the January 20, 2021, Regular Meeting 2. BID/QUOTE OPENINGS AND AWARDS a. Quote Opening for 2021 Mulching; Terry Killen, Street Commissioner 3. PERFORMANCE RELEASE APPROVAL REQUESTS a. Resolution BPW 02-03-21-01; 1201 W. 116th Street; Erosion Control; Hoss Building 4. CONTRACTS a. Resolution BPW 02-03-21-27; A Resolution of the City of Carmel Board of Public Works and Safety Regarding the Selection of a Qualified Provider for Implementation of a Guaranteed Energy Savings Project; Johnson Controls; John Duffy, Director of the Department of Utilities b. Resolution BPW 02-03-21-28; A Resolution of the City of Carmel Board of Public Works and Safety Acknowledging Agreement Between Owner and Contractor; Paul G. Reis, Esq.; ($3,500.00/Month - $210.00/Hour); Planning and Zoning Retainer; Mike Hollibaugh, Director of the Department of Community Services c. Request for Purchase of Goods and Services; Talent Fusion, LLC; ($5,760.00); Still Images for Photo Library; Nancy Heck, Director of the Department of Community Relations d. Request for Purchase of Goods and Services; Engledow, Inc; ($43,647.00); Sophia Square Topiaries; Terry Killen, Street Commissioner e. Request for Purchase of Goods and Services; Mainscape, Inc.; ($1,391,295.82); Mowing/Landscaping; Terry Killen, Street Commissioner f. Request for Purchase of Goods and Services; Humane Society for Hamilton County; ($83,065.00); Animal Shelter Services; Chief James Barlow, Carmel Police Department g. Request for Purchase of Goods and Services; Shannon Gerasimchik; ($1,200.00); Performance Agreement for the Festival of Ice; Nancy Heck, Director of the Department of Community Relations h. Request for Purchase of Goods and Services; Stephan Koch; ($1,200.00); Performance Agreement for the Festival of Ice; Nancy Heck, Director of the Department of Community Relations i. Request for Purchase of Goods and Services; Greg Butanski – Rock on Ice; ($1,200.00); Performance Agreement for the Festival of Ice; Nancy Heck, Director of the Department of Community Relations j. Request for Purchase of Goods and Services; Matthew Stoddart; ($1,200.00); Performance Agreement for the Festival of Ice; Nancy Heck, Director of the Department of Community Relations k. Request for Purchase of Goods and Services; Michael Stoddart; ($1,200.00); Performance Agreement for the Festival of Ice; Nancy Heck, Director of the Department of Community Relations l. Request for Purchase of Goods and Services; Jacob Morgan; ($400.00); Performance Agreement for the Festival of Ice; Nancy Heck, Director of the Department of Community Relations m. Request for Purchase of Goods and Services; Angel Oak Tree Care.; ($150,000.00); Additional Services Agreement; Tree Removal and Other Landscape Services; Mike Hollibaugh, Director of the Department of Community Services n. Request for Tandem Mobility Master Services Agreement; Bike Share Services; Mike Hollibaugh, Director of the Department of Community Services o. Request for Agreement between City of Carmel and Carmel Professional Fire Fighters International Association of Fire Fighters Local 4444 p. Request for Agreement between City of Carmel and Fraternal Order of Police Lodge #185 5. REQUEST TO USE CITY STREETS/PROPERTY a. Request to Use Monon Trail/Rolling Street Closure, Various Locations; Carmelfest Freedom Run; July 3rd, 2021 - 7:00 AM - 11:00 AM; Donald Carr, Tuxedo Brothers b. Request to Use Palladium/Tarkington; City of Carmel Holocaust Remembrance Ceremony; April 16th, 2021 - 9:00 AM - 3:00 PM; Meg Gates Osborne, City of Carmel c. Request to Use Veteran’s Plaza and Reflecting Pool; City of Carmel Memorial Day Ceremony; May 28th, 2021 - 7:00 AM - 12:00 PM; Meg Gates Osborne, City of Carmel d. Request to Use Midtown Plaza/Sophia Square/2nd Avenue NW Street Closure; Carmel on Canvas Plein Air Competition; September 17th, 2021 – September 19th, 2021 7:00 AM - 5:00 PM; Meg Gates Osborne, City of Carmel e. Request to Use East Patio of Palladium; Cabanban Wedding; May 15th, 2021 - 3:00 PM - 5:00 PM; Olivia Cabanban 6. OTHER a. Resolution BPW 02-03-21-02; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($240,000.00); Actors Theatre of Indiana; Mayor James Brainard b. Resolution BPW 02-03-21-03; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($5,000.00); The Bigger Picture Film Group; Mayor James Brainard c. Resolution BPW 02-03-21-04; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($210,000.00); Booth Tarkington Civic Theatre; Mayor James Brainard d. Resolution BPW 02-03-21-05; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($84,000.00); The Cat, Ltd; Mayor James Brainard e. Resolution BPW 02-03-21-06; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($3,000.00); Carmel Arts Council; Mayor James Brainard f. Resolution BPW 02-03-21-07; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($3,000.00); Carmel–Clay Historical Society; Mayor James Brainard g. Resolution BPW 02-03-21-08; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($6,000.00); Carmel Community Players, Inc; Mayor James Brainard h. Resolution BPW 02-03-21-09; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($4,916.00); Carmel Education Foundation; Mayor James Brainard i. Resolution BPW 02-03-21-10; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($8,500.00); Carmel Klavier, Inc; Mayor James Brainard j. Resolution BPW 02-03-21-11; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($5,000.00); Carmel Repertory Theatre Inc.; Mayor James Brainard k. Resolution BPW 02-03-21-12; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($275,000.00); Carmel Symphony Orchestra; Mayor James Brainard l. Resolution BPW 02-03-21-13; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($2,500.00); Christian Youth Theater of Indianapolis (CYT); Mayor James Brainard m. Resolution BPW 02-03-21-14; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($160,000.00); The Great American Songbook Foundation; Mayor James Brainard n. Resolution BPW 02-03-21-15; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($80,000.00); Gregory Hancock Dance Theatre; Mayor James Brainard o. Resolution BPW 02-03-21-16; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($40,000.00); Indiana Artisan, Inc.; Mayor James Brainard p. Resolution BPW 02-03-21-17; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($3,500.00); Indiana Association of Chinese- Americans; Mayor James Brainard q. Resolution BPW 02-03-21-18; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($25,000.00); Indiana Ballet Conservatory; Mayor James Brainard r. Resolution BPW 02-03-21-19; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($7,000.00); Indiana Music Education Association Foundation; Mayor James Brainard s. Resolution BPW 02-03-21-20; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($40,000.00); The Indiana Wind Symphony; Mayor James Brainard t. Resolution BPW 02-03-21-21; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($6,500.00); Indianapolis Children’s Choir; Mayor James Brainard u. Resolution BPW 02-03-21-22; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($17,000.00); Indianapolis Symphonic Choir; Mayor James Brainard v. Resolution BPW 02-03-21-23; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($10,000.00); International Talent Academy; Mayor James Brainard w. Resolution BPW 02-03-21-24; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($10,000.00); Janus Development Services; Mayor James Brainard x. Resolution BPW 02-03-21-25; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($2,000.00); M3 Theatre Camp; Mayor James Brainard y. Resolution BPW 02-03-21-26; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($5,000.00); Museum of Miniature Houses; Mayor James Brainard z. Resolution BPW 02-03-21-29; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($8,100.00); Youth Inspirations Theatre; Mayor James Brainard aa. Resolution BPW 02-03-21-30; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($5,000.00); Queen Spirit, Inc; Mayor James Brainard bb. Request for CDBG Agreement Between Hamilton County, Indiana and the City of Carmel for Auman Neighborhood Drainage Improvements Project – HCCDBG-20-8 Program Year 2020; Mike Hollibaugh, Director of the Department of Community Services cc. Request for Indemnification Agreement; Paul Reis, Kreig DeVault LLP dd. Uniform Conflict of Interest Disclosure Statement; Kurt Weddington ee. Request for Dedication and Deed of Public Right of Way; 6th & Rangeline RAB; Henry Mestetsky, Carmel Redevelopment Commission ff. Request for Waiver of BPW Resolution No. 04-28-17-01/Lane Restriction; Perform Maintenance on Existing Aerials; 122nd St; Nicole Halbert Duke Energy gg. Request for Grant of Perpetual Storm Water Quality Maintenance; 4317 E. 146th St – New Maintenance Facility; Salsbery Landscaping hh. Request for Secondary Plat; Bellevue; Matt Maple, HWC 7. APPOINTMENTS a. Plan Commission (Term Expired 12/31/20, four-year term); One appointment; Reappointment of Susan Westermeier 8. ADJOURNMENT Board of Public Works and Safety Meeting 1 Minutes 2 Wednesday, January 20, 2021 – 10:00 a.m. 3 Via Videoconference 4 5 MEETING CALLED TO ORDER 6 7 Mayor Brainard called the meeting to order at 10:03 AM 8 9 The meeting was held via videoconference. 10 11 MEMBERS PRESENT 12 13 Mayor James Brainard, Board Members Mary Ann Burke and Lori Watson, and Deputy Clerk Jennifer Stites 14 were present. 15 16 MINUTES 17 18 Minutes from the January 6, 2021, Regular Meeting were approved 3-0; 19 20 BID/QUOTE OPENINGS AND AWARDS 21 22 Bid Award for 2021 Keystone Overlay 106/126, 106th Street and 126th Street Over Keystone Parkway Bridge 23 Rehabilitations; Terry Killen, Street Commissioner recommended awarding the bid to RAM Construction Services 24 of Michigan as they were the lowest and most responsive bidder. Board Member Burke moved to award the bid to 25 Ram Construction Services of Michigan in the amount of $158,598.75. Board Member Watson seconded. Request 26 approved 3-0. 27 28 Bid Award for 2021 Vac Truck; Jon Oberlander, Sr. Asst. Corp. Counsel, recommended disqualifying the lowest 29 bidder as it did not meet minimum specifications. Terry Killen, Street Commissioner recommended awarding 30 the bid to Brown Equipment Company as they were the next lowest and most responsive bidder. Board Member 31 Burke moved to award the bid to Brown Equipment Company in the amount of $489,000.00. Board Member 32 Watson seconded. Request approved 3-0. 33 34 CONTRACTS 35 36 Resolution BPW-01-20-21-01; A Resolution of the City of Carmel Board of Public Works and Safety 37 Acknowledging Agreement Between Owner and Contractor; The Seward Johnson Atelier, Inc.; ($75,000.00); 38 Sculpture; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 39 40 Resolution BPW-01-20-21-02; A Resolution of the City of Carmel Board of Public Works and Safety 41 Acknowledging Agreement Between Owner and Contractor; The Seward Johnson Atelier, Inc.; ($105,000.00); 42 Sculpture; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 43 44 Resolution BPW-01-20-21-03; A Resolution of the City of Carmel Board of Public Works and Safety 45 Acknowledging Agreement Between Owner and Contractor; Dillon Construction Group ($32,500.00); 46 Consulting Fees and Services – Ice Palace at Carter Green; Board Member Burke moved to approve. Board 47 Member Watson seconded. Request approved 3-0. 48 49 Resolution BPW-01-20-21-04; A Resolution of the City of Carmel Board of Public Works and Safety 50 Acknowledging Agreement Between Owner and Contractor; Kuaba Gallery; ($10,100.00); Sculpture; Board 51 Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 52 53 Resolution BPW-01-20-21-05; A Resolution of the City of Carmel Board of Public Works and Safety 54 Acknowledging Agreement Between Owner and Contractor; Granicus; ($11,500.00); Communications Cloud; 55 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 56 57 Resolution BPW-01-20-21-06; A Resolution of the City of Carmel Board of Public Works and Safety 58 Acknowledging Agreement Between Owner and Contractor; Studio M Architecture and Planning, LLC; 59 ($25,000.00); Consulting Fees and Services – Ice Palace at Carter Green; Board Member Burke moved to 60 approve. Board Member Watson seconded. Request approved 3-0. 61 62 Resolution BPW-01-20-21-07; A Resolution of the City of Carmel Board of Public Works and Safety 63 Acknowledging Agreement Between Owner and Contractor; The Great American Songbook Foundation; 64 ($30,000.00); Grant Agreement; Board Member Burke moved to approve. Board Member Watson seconded. 65 Request approved 3-0. 66 67 Request for Purchase of Goods and Services; CAM2 Technologies, LLC; ($50,140.00); ThreatID GLS Modules; 68 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 69 70 Request for Purchase of Goods and Services; American Structurepoint, Inc.; ($251,400.00); Additional Services 71 Agreement; 16-ENG-05 - 96th Street and Keystone Parkway Road Improvements; Board Member Burke moved 72 to approve. Board Member Watson seconded. Request approved 3-0. 73 74 Request for Purchase of Goods and Services; Shade Trees Unlimited, Inc.; ($40,000.00); Additional Services 75 Agreement; Trees; Board Member Burke moved to approve. Board Member Watson seconded. Request 76 approved 3-0. 77 78 Request for Purchase of Goods and Services; Nelson Alarm, LLC.; ($94,305.00); Additional Services 79 Agreement; DVR; Board Member Burke moved to approve. Board Member Watson seconded. Request 80 approved 3-0. 81 82 Request for Purchase of Goods and Services; Engledow, Inc.; ($90,832.00); Additional Services Agreement; 83 Flower Maintenance; Board Member Burke moved to approve. Board Member Watson seconded. Request 84 approved 3-0. 85 86 Request for Purchase of Goods and Services; TMT, Inc.; ($100,000.00); Additional Services Agreement; Tree 87 Planting and Grounds Maintenance; Board Member Burke moved to approve. Board Member Watson 88 seconded. Request approved 3-0. 89 90 Request for Purchase of Goods and Services; Blue Grass Farms, Inc.; ($55,000.00); Additional Services 91 Agreement; Trees; Board Member Burke moved to approve. Board Member Watson seconded. Request 92 approved 3-0. 93 94 Request for Purchase of Goods and Services; Pearson Ford, Inc.; ($137,471.00); Additional Services 95 Agreement – 2021 Sign Truck; Board Member Burke moved to approve. Board Member Watson seconded. 96 Request approved 3-0. 97 98 Request for Purchase of Goods and Services; KSM Consulting, LLC.; ($4,000.00); Additional Services 99 Agreement – Traffic Stop Ingestion and Dashboard Mapping; Board Member Burke moved to approve. Board 100 Member Watson seconded. Request approved 3-0. 101 Request for Purchase of Goods and Services; White construction (-$29,862.92); 16-ENG-108 – 3rd Ave SW and 102 City Center RAB; CO #5; Board Member Burke moved to approve. Board Member Watson seconded. Request 103 approved 3-0. 104 105 REQUEST TO USE CITY STREETS/PROPERTY 106 107 Request to Use Carter Green/Various Tent locations; Festival of Ice; February 20th, 2021 – February 21st, 2021; 108 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 109 110 Request to Use Civic Square Gazebo; Celebration of Life Open house; June 13th, 2021; 12:00 PM – 5:00 PM; 111 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 112 113 Request for Rolling Street Closure/Various locations; Ghosts and Goblins Family Race Event; October 23rd, 2021; 114 6:00 AM - 1:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request 115 approved 3-0. 116 117 OTHER 118 119 Uniform Conflict of Interest Disclosure Statement; Scott K Osborne; Board Member Burke moved to approve. 120 Board Member Watson seconded. Request approved 3-0. 121 122 Uniform Conflict of Interest Disclosure Statement; Adam Harrington; Board Member Burke moved to approve. 123 Board Member Watson seconded. Request approved 3-0. 124 125 Uniform Conflict of Interest Disclosure Statement; Michael Brisco; Board Member Burke moved to approve. 126 Board Member Watson seconded. Request approved 3-0. 127 128 Uniform Conflict of Interest Disclosure Statement; Gregory Webb; Board Member Burke moved to approve. 129 Board Member Watson seconded. Request approved 3-0. 130 131 Request to Grant Sanitary Sewer Water Easement; 340 Smokey Row Rd; Board Member Burke moved to approve. 132 Board Member Watson seconded. Request approved 3-0. 133 134 Request to Grant Permanent/Temporary Construction Easement; Winward at Legacy, The Grove at The Legacy; 135 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 136 137 Request for Petition to Vacate Public Ways; Mersey Court and Manchester Court/Portion of Tottenham Drive; 138 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 139 140 Request for Stormwater Technical Standards Waiver; Winward at Legacy; Board Member Burke moved to 141 approve. Board Member Watson seconded. Request approved 3-0. 142 143 Request for Right of Way Dedication; Melange Subdivision, Firehouse Square Project; Board Member Burke 144 moved to approve. Board Member Watson seconded. Request approved 3-0. 145 146 Request for Curb Cut; 14298 Overbrook Dr; Board Member Burke moved to approve. Board Member Watson 147 seconded. Request approved 3-0. 148 149 Request for Open Pavement Cut; 985 North Rangeline Rd; Board Member Burke moved to approve. Board 150 Member Watson seconded. Request approved 3-0. 151 152 153 154 ADJOURNMENT 155 156 Mayor Brainard adjourned the meeting at 10:10 a.m. 157 158 159 _____________________________________ 160 Sue Wolfgang – City Clerk 161 162 Approved 163 164 _____________________________________ 165 Mayor James Brainard 166 167 ATTEST: 168 169 __________________________________ 170 Sue Wolfgang – City Clerk 171 RESOLUTION NO. BPW 02-03-21-27 A RESOLUTION OF THE CITY OF CARMEL, INDIANA BOARD OF PUBLIC WORKS & SAFETY REGARDING THE SELECTION OF A QUALIFIED PROVIDER FOR IMPLEMENTATION OF A GUARANTEED ENERGY SAVINGS PROJECT IN ACCORDANCE WITH INDIANA CODE § 36-1-12.5-1 ET SEQ. WHEREAS, the City of Carmel Board of Public Works & Safety recognizes the opportunity to identify, design, install, maintain, monitor and arrange financing for a guaranteed savings contracting program; and WHEREAS, the Board is the governing body for the Carmel Water and Wastewater Utility and has the authority to enter into guaranteed savings contracts with a qualified provider; and WHEREAS, the guaranteed savings contracting program benefits may include, but are not limited to, energy savings, revenue enhancement, and operating cost reductions; and WHEREAS, pursuant to I.C. § 35-1-12.5-5(c), aRequest for Qualifications was advertised in local publications in Hamilton County during the weeks of August 18 and August 25 with a response deadline of September 28; and WHEREAS, Johnson Controls was the only respondent to the RFQ; and WHEREAS, selection of a qualified provider does not obligate the Board in any way to pursuing proposed projects. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works & Safety for the guaranteed savings contract project, that: 1. The foregoing recitals are incorporated herein by this reference. 2. The selection committee determined there was one (1) qualified provider that responded to the RFQ, that being Johnson Controls. 3. s that Johnson Controls be selected as the qualified provider for the guaranteed savings contract program set forth in the RFQ. 4. The Board of Public Works & Safety supports this project and selects Johnson Controls to be the qualified provider. The Board further directs staff to work with Johnson Controls to develop a list of potential guaranteed savings projects for consideration. SO RESOLVED. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Mayor Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk RESOLUTION NO. BPW 02-03-21-28 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY - ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Agreement attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 1. The foregoing Recitals are incorporated herein by this reference. 2. The receipt ofthe Contract is hereby acknowledged. 3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge Agreement Paul Reis.docx1/27/20219:19AM CzKpoPcfsmboefsbu4;6:qn-Kbo37-3132 CzKpoPcfsmboefsbu23;41qn-Kbo38-3132 CzKpoPcfsmboefsbu2;5:qn-Kbo38-3132 Tpqijb!Trvbsf!Upqjbsjft! Mboetdbqf!Qspqptbm! 230503131! Sfqmboujoh!pg!33!upqjbsjft!jo!tqsjoh!pg!3132/!!Jodmveft!xbufsjoh!boe!qsvojoh!gps!uif!3132!tfbtpo/! Qspwjef!boe!jotubmm!jwz0wjodb!jo!33!upqjbsjft-!xifsf!qsfwjpvt!qmbout!ibwf!gbjmfe;! 47-461/11!!)spvhimz!%2-763/39!qfs!upqjbsz*! Xbufsjoh!gps!uif!3132!tfbtpo;! 6-:41/11!!)spvhimz!%37:/66!qfs!upqjbsz*! Qsvojoh!gps!uif!3132!tfbtpo;! 2-478/11!!!)spvhimz!73/25!qfs!upqjbsz*! p UPUBM!GPS!BCPWF!XPSL;!%54-758/11!!)spvhimz!%2-:94/:6!qfs!upqjbsz*! Mj{b!Zpefs! FYIJCJU Fohmfepx!Bddpvou!Nbobhfs! MZpefsAfohmfepx/dpn! B)2pg2* Pggjdf;!!428.686.2211! Page 1 of 1INDIANARETAILTAXEXEMPT PURCHASE ORDER NUMBERCERTIFICATENO. 003120155 0020CityofCarmel FEDERAL EXCISE TAX EXEMPT 104921 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/PONECIVICSQUARE VOUCHER, DELIVERY MEMO, PACKING SLIPS, CARMEL, INDIANA 46032-2584 SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OFACCOUNTS FOR CITY OF CARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 1/21/2021358653 ENGLEDOW, INC Street Department VENDORSHIP1100E116THST 3400 W. 131st Street TO Carmel, IN 46074- CARMEL, IN 46032 - (317) 733-2001 PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 53351 QUANTITYUNIT OF MEASUREDESCRIPTIONUNIT PRICEEXTENSION Department:Fund: 1206101General Fund Account: 43-509.00 1EachSophia Square Topiaries$43,647.00$43,647.00 SubTotal 43,647.00 Send Invoice To: Street Department 3400 W. 131st Street Carmel, IN 46074- 317) 733-2001 PLEASE INVOICE INDUPLICATE DEPARTMENTACCOUNTPROJECTPROJECT ACCOUNTAMOUNT 43,647.00PAYMENT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE ASHIPPINGINSTRUCTIONSPARTOFTHEVOUCHERANDEVERYINVOICEANDVOUCHERHASTHEPROPERSWORN SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN C.O.D. SHIPMENT CANNOT BE ACCEPTED.THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 ORDERED BYANDACTSAMENDATORYTHEREOFANDSUPPLEMENTTHERETO. Terry Killen TITLE Commissioner CONTROL NO. 104921 CLERK-TREASURER CzKpoPcfsmboefsbu2;62qn-Kbo38-3132 2021 Total Mowing In Right-of-Way LocationSq FtAcresPrice permowExtended price 603 Carson Ct & 618 Johnson Dr- Side Ditches5,6630.13$ 8.31$ 232.77 th 31,1820.72$ 45.78$ 1,281.702711E96St 12000 Shelborne Rd26,2830.60$ 38.58$ 1,080.34 407 Smokey Row Rd4,9830.11$ 7.32$ 204.82 th 19,1620.44$ 28.13$ 787.635840 & 6020 E. 116 St 702 Adams Corner Lot19,6890.45$ 28.90$ 809.30 805 Oswego Rd6,1880.14$ 9.08$ 254.35 12999 Pennsylvania St3630.01$ 0.53$ 14.92 rd 6,6050.15$ 9.70$ 271.493Ave & City Center Dr- Roundabout and divider islands rd 8000.02$ 1.17$ 32.883AvenearTarkingtonGarage- Median 4th St & S Rangeline Rd Roundabout16,5660.38$ 24.32$ 680.93 th 9,9460.23$ 14.60$ 408.8296St. and Commerce Dr.*- Roundabout, median, divider islands, and R.O.W. turf th 16,7800.39$ 24.63$ 689.7396andDitchRd.*- Roundabout turf- now with NW corner th 3,3040.08$ 4.85$ 135.8196St – Nand Eof Randall atEnterprise th 97,7852.24$ 143.55$ 4,019.3596St – From Towne Rd to Ditch Rd th 11,4910.26$ 16.87$ 472.3396St & Hazel Dell Pkwy- Roundabout and divider islands th 14,0640.32$ 20.65$ 578.0996St & Priority Way- Roundabout and divider islands 96th St and Delegates Row13,5520.31$ 19.89$ 557.04 96th St and Gray Rd Roundabout14,3670.33$ 21.09$ 590.54 96th St and Haverstick Rd20,1590.46$ 29.59$ 828.62 th 4,8290.11$ 7.09$ 198.4996StandSycamoreRd- East and West side th 38,8800.89$ 57.08$ 1,598.1296St. – From W of Church onTowne Rd to Elm Dr th 64,8041.49$ 95.13$ 2,663.7096St. and Shelborne Rd.*- Roundabout, median, divider islands, and R.O.W. turf th 7,9300.18$ 11.64$ 325.9596St. and Spring Mill Rd. *- Includes Turf atRoundabout and Divider Islands th 75,6371.74$ 111.04$ 3,108.9896St. and Towne Rd.*- Includes Turf atRoundabout and Divider Islands th 18,4080.42$ 27.02$ 756.6496St. Medians- East and West of Gray Rd. th 5,9000.14$ 8.66$ 242.5198StatKeystone- Islands thth99St. and Commerce Dr. (including Commerce Dr. to 96 St.) 20,1200.46$ 29.54$ 827.01Roundabout, median, divider islands, and R.O.W. turf th 5,1520.12$ 7.56$ 211.77106Pl & Lexington Ln th 82,6811.90$ 121.38$ 3,398.52106St – Ditch RdtoTowne Rd- North side ROW th 3,0660.07$ 4.50$ 126.02106St & College Ave- Medians and NE corner near car lot th 5,4300.12$ 7.97$ 223.19106St & Crooked Stick Dr th 5,1600.12$ 7.57$ 212.10106St & Gray Rd*- West side by walking path th 4360.01$ 0.64$ 17.92106St & Holiday Dr- handrail- 65' Straight spray th 3,1890.07$ 4.68$ 131.08106St & Jordan Rd- Nside th 3,4200.08$ 5.02$ 140.58106St & Lakeshore Dr W- Ditch atFire Station th 23,8010.55$ 34.94$ 978.32106St & Shelborne Rd- Nof Fire Station- W side ofroad tochurch 106th St & Towne Rd- Roundabout & Divider Islands & N Island64,4521.48$ 94.62$ 2,649.24 th106St- ROW Property East of Westfield Blvd- 19,5230.45$ 28.66$ 802.47Southside4sections th 22,4400.52$ 32.94$ 922.37106St- West of Gray Rd-North side athill th106St. and Ditch Rd.* 40,8210.94$ 59.93$ 1,677.91Roundaboutturf, 4divider islands, and R.O.W. Includes S.W. corner mulch beds with evergreens th106St. and Shelborne Rd. 20,8320.48$ 30.58$ 856.28Roundabout, median, divider islands, and R.O.W. turf th 29,5100.68$ 43.32$ 1,212.98106St. and Spring Mill Rd. -Roundabout turf plus 4divider islands th 5,9710.14$ 8.77$ 245.43111 & Echo Crest Dr W 111th St & College Ave- NW Side32,0520.74$ 47.05$ 1,317.47 th111St & Illinois St* 14,4800.33$ 21.26$ 595.19Roundabout & Splitter Islands & SE corner 111th St & Lexington Dr Roundabout14,0640.32$ 20.65$ 578.09 th 4,8170.11$ 7.07$ 198.00111St & Spring Mill Rd- Divider islands th 21,6490.50$ 31.78$ 889.86116 & Towne- NW corner ROW th 8300.02$ 1.22$ 34.12116andRiverRd- Guardrail- NE corner th116and Shelborne Rd.* 241,2485.54$ 354.15$ 9,916.26Roundabout, medians, divider islands, and R.O.W. turf th 18,6990.43$ 27.45$ 768.60116St & College Ave Roundabout th 1,4760.03$ 2.17$ 60.67116St & Eden Glen Dr- North East corner- Weed-eat 116th St & Gray Rd 73,6601.69$ 108.13$ 3,027.72Roundabout, Lane Dividers & ROW Turf & N toBridge th 33,3440.77$ 48.95$ 1,370.57116St & Gray Rd- To thewhite church 116th St & Guilford Rd Roundabout31,4800.72$ 46.21$ 1,293.95 th 15,0210.34$ 22.05$ 617.42116St & Ruckle- North side at guardrail 116th St & Towne Rd Roundabout- Also- NW corner ROW45,4801.04$ 66.76$ 1,869.41 th 1,3550.03$ 1.99$ 55.70116St@RiverRd- the NW corner th 7,7700.18$ 11.41$ 319.38116St- East of Hazel Dell- North side th 15,9730.37$ 23.45$ 656.55116StfromHazelDelltoRiverRd- South side th 81,2221.86$ 119.23$ 3,338.55116St & Towne Rd- SW corner th 2,0560.05$ 3.02$ 84.51116St- W of Ditch Rd th 6680.02$ 0.98$ 27.46116St- Wof Gray- Nside of guide wires th 8,8480.20$ 12.99$ 363.69116St- W of Gray, Sside atfield th116St. – College Ave. toKeystone Roundabout* 46,8941.08$ 68.84$ 1,927.53R.O.W. and 9 Medians (297 Trees) Medians must be mowed with push mower* th 130,6803.00$ 191.84$ 5,371.47116St. – Spring Mill Rd. to U.S. 31- R.O.W. and Medians th116St. and Clay Center Rd.* 18,2720.42$ 26.82$ 751.05Roundabout, median, divider islands, and R.O.W. turf th 5,0240.12$ 7.38$ 206.51116St. and Ditch Rd.*- Roundabout turf st 7,9950.18$ 11.74$ 328.63121St. and Shelborne Rd.*- Roundabout FYIJCJU B)2pg7* nd 33,4400.77$ 49.09$ 1,374.52122St & River Rd to Medalist Pkwy th 7,7550.18$ 11.38$ 318.76126St. and Shelborne Rd.*- Roundabout th 21,6690.50$ 31.81$ 890.68126St & Brookshire Pkwy th 37,7460.87$ 55.41$ 1,551.51126St & Gray Rd th 7,2220.17$ 10.60$ 296.85126St & High Dr- N.E. Corner th 37,8440.87$ 55.55$ 1,555.54126St & River Rd- W to Lynnwood Blvd th 17,5340.40$ 25.74$ 720.72126Statbridge & Golf course atWater plant th 2,3280.05$ 3.42$ 95.69126St- Eof Gray- N side th 119,7902.75$ 175.85$ 4,923.85126St. Medians- Shelborne Rd. to Towne Rd. st131St. (Main St)–Illinois St. to Shelborne Rd. 251,7775.78$ 369.61$ 10,349.04R.O.W. and Medians (579 Trees) st131St. and Shelborne Rd.* 180,9314.15$ 265.61$ 7,436.99Roundabout, median, divider islands, and R.O.W. turf th136St. and Towne Rd.* 3,5730.08$ 5.25$ 146.86Roundaboutturfplus4dividerislands 136th St & Carey Rd*- Roundabout and All of ROW25,9160.59$ 38.04$ 1,065.25 136th St & Gray Rd- Roundabout, Splitter Islands, & SW Corner20,9090.48$ 30.69$ 859.44 th 3,9820.09$ 5.85$ 163.68136St & Illinois St*- Weed-eat by handrail th 8,5330.20$ 12.53$ 350.74136St- Eof Towne Rd (4spots)- Both sides of Abercorn St th136St. – Oak Ridge Rd. toDitch Rd. 372,2858.55$ 546.51$ 15,302.40R.O.W. , Roundabout turf and Medians (407 Trees) th136St. (Smokey Row) and Range Line Rd.* 36,1500.83$ 53.07$ 1,485.91Roundabout, NW Corner, SW Corner st 7,8970.18$ 11.59$ 324.60141St & Ivy Bridge Dr- South side toBuckhorn Dr Avian Way / Cherry Creek Blvd. and Hazel Dell Pkwy. 8,5850.20$ 12.60$ 352.88Roundaboutturf, 4 divider islands, and R.O.W. th 1,6990.04$ 2.49$ 69.84CareyRd- from 146 St toHawthorne Dr- East side Carmel City Hall* 45,0001.03$ 66.06$ 1,849.68NorthLawnofCityHalltobemowedtwiceperweek; Monday and Thursday* Carmel Dr & City Center*- Roundabout, Medians, & Splitter Islands14,8110.34$ 21.74$ 608.79 Carmel Dr & Gradle Dr- Side ditch4,5500.10$ 6.68$ 187.02 Carmel Dr & Guilford Rd*- Roundabout36,2940.83$ 53.28$ 1,491.83 Carmel Dr & Old Meridian- Roundabout and divider islands20,6060.47$ 30.25$ 846.99 Carmel Dr & Rangeline Rd- Roundabout & Splitter Islands11,3260.26$ 16.63$ 465.54 Carmel Fire Station and North Parking Lot*32,0000.73$ 46.98$ 1,315.33 Carmel Japanese Garden*30,0000.69$ 44.04$ 1,233.12 Carmel Police Station*20,0000.46$ 29.36$ 822.08 Cherry Tree Ave & Cherry Tree Rd- The ditch at the curve1,7180.04$ 2.52$ 70.62 Chester Rd & Lakewood Dr3,3200.08$ 4.87$ 136.47 City Center Dr & Guilford Rd Roundabout*23,5270.54$ 34.54$ 967.05 City Center Dr & Pennsylvania St- Roundabout22,1530.51$ 32.52$ 910.58 City Center Dr. –Pennsylvania St toKeystone Pkwy 230,4325.29$ 338.27$ 9,471.68MediansandR.O.W. (376 Trees) Clark St—from Carmel Dr to Adams to Guilford Rd13,6390.31$ 20.02$ 560.62 Clay Center Rd- North of 116th St5,8380.13$ 8.57$ 239.97 Clay Center Rd- South of Main St- Guardrails3,7460.09$ 5.50$ 153.98 College Ave & I-465- Hills1,3200.03$ 1.94$ 54.26 th 16,1170.37$ 23.66$ 662.47CollegeAve—between 116 St and Pennsylvania Pkwy- Medians and R.O.W. th 16,3800.38$ 24.05$ 673.28CommerceDr- 99 St to Retail Pwky- East side Congressional Blvd—between Pennsylvania Pkwy and City Center Dr 40,5110.93$ 59.47$ 1,665.16IslandsandR.O.W. Ditch Rd- from 96th St to just S of 106th St44,3401.02$ 65.09$ 1,822.55 stthDitchRd. – 131 to 146 St. 332,9757.64$ 488.81$ 13,686.60Medians, R.O.W. and Roundabout Turf (120 Trees) Only use a30” mower around the planting beds* Executive Dr & S Rangeline Rd Roundabout18,7620.43$ 27.54$ 771.19 th 30,1800.69$ 44.30$ 1,240.52FourpointsaroundCoolCreekBridgeon126St Grand Blvd- West end- North side6,9650.16$ 10.22$ 286.29 Grand Blvd. East – Old Meridian to Guilford 25,1240.58$ 36.88$ 1,032.702MediansandR.O.W. (57 Trees) Gray Rd at Main St- S almost to Wembley Rd- both sides75,5511.73$ 110.91$ 3,105.45 Gray Rd- Eyebrows- North of Gray Rd on West side of Road22,8240.52$ 33.51$ 938.16 thth 30,7700.71$ 45.17$ 1,264.77GrayRd- from 116 St to 106 St- West side ththGrayRd. – 96 St. to 106 St. Medians, R.O.W. and turf at 261,3606.00$ 383.68$ 10,742.94Roundaboutat106thSt. (217 Trees) Guilford Rd- Nof City Center- Eside (sidewalk to curb)1,9740.05$ 2.90$ 81.14 Guilford Rd- Nof City CenterW side (just check)3,7300.09$ 5.48$ 153.32 Guilford Rd- North of Main St- East side3,2000.07$ 4.70$ 131.53 Guilford Rd, S of Main St8,2240.19$ 12.07$ 338.04 Harrowgate to Maplecrest Dr- S side to bridge2,9800.07$ 4.37$ 122.49 Hawthorne Dr & Smokey Row Rd52,7511.21$ 77.44$ 2,168.28 Hawthorne Dr W & Carey Rd Roundabout*- Includes all ROW9,6020.22$ 14.10$ 394.68 ththHazelDellPkwy. – 96 St. to 146 St. 2,683,29661.60$ 3,939.08$ 110,294.20IncludingRoundaboutLawn, Medians, R.O.W. (2000 Trees) th 10,3800.24$ 15.24$ 426.66Illinois & 111 St- SE corner Illinois St – Carmel Dr to Dorset 3,9600.09$ 5.81$ 162.771Median- (7 Trees) & W side ROW Illinois St & Springmill Turf (Near 465 Overpass) 53,9021.24$ 79.13$ 2,215.59Roundabout & Splitter Islands & W ROW Area thIllinoisSt. - 106 St to Carmel Dr 962,12922.09$ 1,412.41$ 39,547.35IncludesMedians, ROW, 623 Trees, Roundabouts thIllinoisSt. – Main St. north to136 St 221,1425.08$ 324.64$ 9,089.82IncludesR.O.W. and Medians Keystone Ave- 96th Stto 146th St 611,50814.04$ 897.69$ 25,135.42SidesandMedians Keystone Pkwy and Rangeline- Lowe's Way Connector34,1770.78$ 50.17$ 1,404.81 Lakefront Ct & Carmel Dr11,0860.25$ 16.27$ 455.68 Lowe’s Way- Roundabout17,5960.40$ 25.83$ 723.27 Main St & Brookshire Pkwy to Gray Rd- S side21,6690.50$ 31.81$ 890.68 Main St & Gray Rd & Brookshire Pkwy- All of149,9273.44$ 220.09$ 6,162.60 FYIJCJU B)3pg7* 53,5611.23$ 78.63$ 2,201.57MainSt & Gray Rd- Roundabout and NW corner heading North Main St & Hawthorne Dr- N & Sside of road- E & W of Hawthorne Dr73,0941.68$ 107.30$ 3,004.46 Main St & Maplecrest1,2320.03$ 1.81$ 50.64 Main St & Sherman Dr- S.W. Corner- E and W27,6750.64$ 40.63$ 1,137.55 Main St & York Dr1,0820.02$ 1.59$ 44.47 Main St- E of Hazel Dell Pkwy- S side to Double Eagle Dr65,9751.51$ 96.85$ 2,711.84 Main St- East of Gray Rd to woods- S side34,8480.80$ 51.16$ 1,432.39 Main St & Guilford Rd Roundabout12,3130.28$ 18.08$ 506.11 Main St- From Cool Creek W-to Log Cabin- N side2,6400.06$ 3.88$ 108.51 Main St- Medians & Pennsylvania St Roundabout 108,7612.50$ 159.66$ 4,470.51MediansbetweenOldMeridian & Pennsylvania St; Penn. RAB & sides Main St- S side by last bridge to RAB at River Rd79,0611.81$ 116.06$ 3,249.72 Main St, btwn Cool Creek/ Red Oak- handrail every other time6420.01$ 0.94$ 26.39 Main St.- Illinois St toOld Meridian St.205,6084.72$ 301.83$ 8,451.31 Medical Dr @ Governor Sq Apts11,3880.26$ 16.72$ 468.09 thth 20,7840.48$ 30.51$ 854.31MichiganRd- 116 St to 96 St ththOakRidgeRd. – 136 St. to 146 St. 320,5437.36$ 470.56$ 13,175.60IncludesRoundabouts, Medians, and R.O.W. (130 Trees) Old Meridian St. – Pennsylvania toGuilford 68,2091.57$ 100.13$ 2,803.66R.O.W., Medians, 4Roundabouts Olivia Building*- Main St & Old Meridian St11,8510.27$ 17.40$ 487.12 Palladium and The Green atCity Center- Allturf 102,0032.34$ 149.74$ 4,192.73IncludingCityCenterLandscapeBedsNofCityCenterBuilding* The Green MUST be mowed Thursday of each week* th 20,8000.48$ 30.53$ 854.96PawneeRd & 126 St Pennsylvania St & Carmel Dr Roundabout29,5270.68$ 43.35$ 1,213.68 Pennsylvania St. Medians- Old Meridian to 103rd St.291,4166.69$ 427.80$ 11,978.36 Pointe Pkwy.- Medians Only6,0980.14$ 8.95$ 250.65 Rangeline and City Center Roundabout and ROW beds10,1950.23$ 14.97$ 419.06 th 5,5500.13$ 8.15$ 228.13RangelineRd – 136 St to Circle Dr Rangeline Rd – Carmel Dr to N of City Center- Medians27,2570.63$ 40.01$ 1,120.37 th 5,5500.13$ 8.15$ 228.13RangelineRd- Nof 136 St- medians adjusted due tonew landscape beds rd 5,5760.13$ 8.19$ 229.20RangelineRd—3St SW to Creekside Dr- Sof 116th St th 384,6358.83$ 564.64$ 15,810.04RiverRd – S of146 St Community Dr- Medians and ROW toTall Timber Run ndth 51,1771.17$ 75.13$ 2,103.58RiverRd- 122 St to 126 St Rohrer Rd- Across from Monon Parking Lot6,9170.16$ 10.15$ 284.32 th 5,0400.12$ 7.40$ 207.16RohrerRd- Sof 146 St- Eside Saddlebrook Addition- From Towne Rd to Ditch Rd91,3892.10$ 134.16$ 3,756.45 Shelborne Rd- from South of 116th St to N of 96th St126,2852.90$ 185.39$ 5,190.82 thShelborneRd. – North Realignment at 116 St 12,8850.30$ 18.92$ 529.63Includes1Median- (154 Trees) Shelborne Rd. Medians- 126th St. Roundabout, StoAbney Point Dr.26,1360.60$ 38.37$ 1,074.29 Smokey & Carey-Black handrail and guardrail1,3340.03$ 1.96$ 54.83 Smokey & Gray Rd.- S of culvert2000.00$ 0.29$ 8.22 st 9,2430.21$ 13.57$ 379.92SmokeyRowBridge- Eof1 Ave NE Smokey- W of Gray Rd ditch N side6800.02$ 1.00$ 27.95 Spring Mill Rd- 106th St to 146th St 1,632,61637.48$ 2,396.68$ 67,107.05IncludesRoundabouts, Medians, & ROW Trees (229 Trees) Only use a30” mower around the planting beds* Spring Mill Rd at 465-N & S of bridge to 96th St73,0501.68$ 107.24$ 3,002.65 Spring Mill Rd. & Illinois St Roundabout*53,9021.24$ 79.13$ 2,215.59 Spring Mill Rd. and Dorset*- Roundabout turf plus 4 divider islands5,5970.13$ 8.22$ 230.06 thTowneRd. – 116 St. to 146th St. 250,9705.76$ 368.42$ 10,315.87IncludesMedians, R.O.W., and Divider Island (286 Trees) US- 31; 96th St to 146th St; Includes all roundabouts, side ROWs, medians2,232,18651.24$ 3,276.85$ 91,751.77 ththWestfieldBlvd. – 99 St. to96 St. 411,8479.45$ 604.59$ 16,928.56IncludesMedians, R.O.W., and Divider Islands (106 Trees) Woody’s- Building West of1,5700.04$ 2.30$ 64.53 Woody’s- Two buildings North of8,5400.20$ 12.54$ 351.03 TOTAL AREAS16,288,756373.94$ 23,911.89$ 669,533.03 2021 Total Mowing Out of Right-of-Way LocationSq FtAcresPricePrice th 45,4901.04$ 66.78$ 1,869.8296 & Westfield Blvd*- NE Corner Lot All Grassy Area Across from Silver Door Salon at City Center5450.01$ 0.80$ 22.40 Indiana Design Building- 1st St SW & Rangeline Rd1,3760.03$ 2.02$ 56.56 Old Meeting Hall2,7690.06$ 4.06$ 113.82 Tarkington Building- South Side16,5060.37$ 24.23$ 678.46 Veterans Memorial Lawn*- 3rd Ave across from the Palladium and Center Green20,0000.46$ 29.36$ 822.08 TOTAL86,6862$ 127.26$ 3,563.14 FYIJCJU B)4pg7* 2021 Total Landscaping Maintenance In Right-of-Way LOCATIONSQ. FOOTAGEPrice ndrd 1,050$ 873.672StSW- 3 AVE SW to Monon Blvd rd 3,560$ 2,962.173AveSW & City Center Dr rd 6,117$ 5,089.783Ave & City Center Dr* th 500$ 416.044Ave & Main St Roundabout* th 3,280$ 2,729.1996St & Commerce Dr Roundabout* th 2,827$ 2,352.2696St & Ditch Rd Roundabout* th 2,606$ 2,168.3896St & Shelborne Rd Roundabout* th 14,690$ 12,223.1296St & Towne Rd Roundabout* th 2,890$ 2,404.6896St & Spring Mill Rd Roundabout* th 9,723$ 8,090.2296St & Westfield Blvd Roundabout* rd 4,298$ 3,576.24103St & Pennsylvania St Roundabout th 2,448$ 2,036.91106St & College Ave – Medians th 4,298$ 3,576.24106St & Gray Rd Roundabout* th 6,271$ 5,217.91106St & Illinois St Roundabout* th 16,875$ 14,041.19106St & Keystone Pkwy Roundabout* th 4,069$ 3,385.69106St & Pennsylvania St Roundabout th 6,926$ 5,762.92106St & Shelborne Rd Roundabout* th 2,921$ 2,430.48106St & Spring Mill Rd Roundabout* th 5,212$ 4,336.75106St & Spring Mill Rd- NE & NW Corners th 5,070$ 4,218.60106St & Towne Rd Roundabout* th 3,400$ 2,829.04111St & Illinois St Roundabout* th 5,700$ 4,742.80111St & Pennsylvania St Roundabout* th 871$ 724.73111St & Spring Mill Rd Roundabout th 3,207$ 2,668.45116St & Clay Center Rd Roundabout* th 1,196$ 995.16116St & Ditch Rd. Roundabout/Hillside* th 34,020$ 28,307.04116St & Gray Rd Roundabout* th 5,429$ 4,517.31116St & Hazel Dell Pkwy Roundabout* th 2,636$ 2,193.34116St & Illinois St Roundabout* th 24,163$ 20,105.32116St & Keystone Pkwy Roundabout* th 11,748$ 9,775.16116St & Shelborne Rd Roundabout* th 2,039$ 1,696.59116St & Spring Mill Rd Roundabout* st 4,453$ 3,705.21121St & Shelborne Rd Roundabout* th 1,009$ 839.56126St & Gray Rd Roundabout* th 7,847$ 6,529.26126St & Hazel Dell Pkwy Roundabout* th 3,214$ 2,674.27126St & Illinois St Roundabout* th 17,219$ 14,327.42126St & Keystone Pkwy Roundabout* th 4,453$ 3,705.21126St & Shelborne Rd Roundabout* th 2,945$ 2,450.45126St & Towne Rd Roundabout* st131St & Shelborne Rd Roundabout*(Includes 15 tree rings on NW corner, N of sidewalk heading E, 7,725$ 6,427.74landscapebedsonWsideofblackfenceborderingShelborneRdheadingN, & landscape beds at NW corner of black fence) th 4,900$ 4,077.15136St & Ditch Rd Roundabout* th 5,979$ 4,974.95136St & Gray Rd Roundabout* th 8,875$ 7,384.63136St & Keystone Pkwy Roundabout* th 5,144$ 4,280.17136St & Oak Ridge Rd/ Illinois St Roundabout* th 7,860.57136St & Rohrer Rd/ Eglin Dr 9,447includes19treerings)$ - th 694$ 577.46136St (Smokey Row) & Rangeline Rd Roundabout* FYIJCJU B)5pg7* th 6,877$ 5,722.15136St & Spring Mill Rd Roundabout* th 5,026$ 4,181.99136St & Towne Rd Roundabout* st 4,623$ 3,846.66141St & Ditch Rd Roundabout* st 4,130$ 3,436.45141St & Spring Mill Rd Roundabout* st 3,124$ 2,599.39141St & Towne Rd Roundabout* Carmel Dr & City Center Dr Roundabout*2,307$ 1,919.59 Carmel Dr & Keystone Pkwy Roundabout*15,782$ 13,131.74 City Center Dr & Kinzer Ave4,387$ 3,650.29 City Center Landscape Beds (SW Corner Area of City Center & Rangeline)*2,400$ 1,996.97 City Center Monon Hillside Steps*2,435$ 2,026.09 st 390$ 324.51CityofCarmelCommunicationsCenter – 1 Ave NW Downtown Bump–outs 462$ 384.42 Downtown Sidewalk Planters (From 216 W. Main to 424 W. Main with shrubs)357$ 297.05 rd 4,568$ 3,800.90ElmSt- 3 Ave SW to Monon Blvd Elm & Rangeline120$ 99.85 Elm St & Veteran’s Way750$ 624.05 Guilford Rd & Carmel Dr Roundabout*2,880$ 2,396.36 Guilford Rd & City Center Dr Roundabout*5,738$ 4,774.42 Hawthorne Dr W & Carey Rd Roundabout*9,602$ 7,989.54 Hazel Dell Pkwy & Cherry Creek Blvd Roundabout*1,660$ 1,381.24 th 1,800$ 1,497.73HillsidePlantingsat136andKeystonePkwy (NE Corner) thth 898.641,080KeystonePkwy- Corner Tree Rings- at 106 St (10), Main St (52), 136 St (10) 72 tree rings Keystone Pkwy Entrance and Exit Ramps 24,477$ 20,366.59 th 5,760$ 4,792.73KeystonePkwy – Retaining Wall Plantings – NW & NE of 126 St Main St & Clay Center Rd Roundabout*4,822$ 4,012.24 Main St & Ditch Rd Roundabout*4,522$ 3,762.62 Main St & Gray Rd Roundabout*5,300$ 4,409.97 Main St & Hazel Dell Pkwy Roundabout*3,896$ 3,241.75 Main St & Illinois St Roundabout*4,718$ 3,925.71 Main St & Keystone Pkwy Roundabout*16,589$ 13,803.22 Main St & Spring Mill Rd Roundabout*4,904$ 4,080.47 Main St & Towne Rd Roundabout*2,993$ 2,490.39 th 1,340$ 1,114.97Median – 116 St, E of Hazel Dell- (near 5829 E 116th St) th 40,088$ 33,356.04Medians – 116 St – College Ave to Keystone Ave* th 7,440$ 6,190.60Medians – 126 St – Keystone Pkwy to Rangeline Rd th 7,674$ 6,385.31Medians – 126 St from Shelborne Rd. to Towne Rd stth 2,063$ 1,716.56Medians – Ditch Rd from 141 St. to 146 St Median – Dorset Blvd – Spring Mill Rd to Illinois St 6,110$ 5,083.95include32treeringsonNandSsideofDorset) Medians – Grand Boulevard E – Old Meridian to Guilford21,776$ 18,119.17 thth 7,780$ 6,473.51Medians – Illinois St from 106 to 126 St Medians – Main St from Illinois St to Shelborne Rd* 3,626$ 3,017.091,650 of this is rock mulch btwn Illinois & Spring Mill) Medians – Main St – Old Meridian to Pennsylvania St7,915$ 6,585.84 thrd 13,989$ 11,639.83Medians – Pennsylvania St – N of 106 St to South of 103 St Medians – Rangeline Rd- Carmel Dr to N of City Center Dr*14,437$ 12,012.60 thth 31,219$ 25,976.41Medians – Spring Mill Rd from 116 St to 106 St stth 2,475$ 2,059.37Medians – Spring Mill Rd from 141 St to 146 St Medians – Spring Mill Rd from Mallard Ct to Jackson Grant607$ 505.07 thth 45,182$ 37,594.61Medians – Towne Rd from 116 St to 146 St st 910$ 757.18MetallicModernSculptureArea (1 Ave SW) Nash Building- E side1,040$ 865.35 Oak Ridge Rd & Adios Pass Roundabout*4,305$ 3,582.06 Oak Ridge Rd & Bennett Rd Roundabout*4,564$ 3,797.57 Old Meridian St & Guilford Ave Roundabout*4,711$ 3,919.88 Old Meridian & Pennsylvania659$ 548.33 Olivia Building (from street to building along Main St & Old Meridian)*11,626$ 9,673.65 rd 2,379$ 1,979.50Pedcor – 3 Ave Sign Beds (includes raised beds, trees, sidewalk)* Pennsylvania St & City Center Dr Roundabout*5,614$ 4,671.24 th 1,768$ 1,471.10RangelineRd- N of 136 St- Medians FYIJCJU B)6pg7* River Rd & Cherry Creek Blvd7,952$ 6,616.62 rd 18,437$ 15,340.88R.O.W. – City Center Rd – Carmel Dr to 3 Ave R.O.W. Wall Bed- Illinois St - Wall Bed near Ritz Charles3,880$ 3,228.43 Smokey Row Rd & Carey Rd Roundabout*25,917$ 21,564.77 Spring Mill Rd & Dorset Blvd Roundabout*491$ 408.55 Spring Mill Rd & Illinois St Roundabout*4,046$ 3,283.00 th 8,803$ 7,324.72SpringmillRd- S of 111 on E side of road near fence to 106th TOTAL763,246$634,990.93 2021 Total Landscaping Maintenance Out ofRight-of-Way LOCATIONSQ. FOOTAGE Carmel Symphony & Repertory Theatre1,055$ 877.83 Children’s Smallest Art Gallery*- includes mulch island in parking lot N of Gallery747$ 621.56 City Center & Rangeline (NW Corner Tree Bed)3,236$ 2,692.58 City Hall- Total Square Footage. This will include:*Old Spaghetti Factory Lot (918 SRangeline Rd), Carmel Fire Dept & N Parking Lot , Carmel Police Dept & N Parking Lot, Civic Square Fountain 46,000$ 38,275.24Beds & all 4 corner beds, City Hall N Lawn Beds & Gazebo, City Hall Beds Surrounding Building, City Hall S Parking Lot Beds, Japanese Garden Beds, Upper Parking Lot/Overflow Parking Beds First Ride Sculpture Beds (Main St. and Monon Trail)780$ 649.01 Indiana Design Center (Rangeline Rd.)4,150$ 3,453.09 Old Town Shops (Southeast Parking Lot Area)3,900$ 3,245.07 Palladium – Green Roof2,986$ 2,484.56 Palladium – North Side Beds (includes 8 trees)*3,011$ 2,505.36 Palladium – Landscape Beds Surrounding Property and 32 Trees at the Green* 9,371$ 7,797.33The32treesattheGreenaremulchedwithnon-dyed cedar mulch, not black-dyed hardwood like all other landscape areas) Reflecting Pond & Veteran’sMemorial*12,766$ 10,622.21 Sophia Building – (N Beds, NE Gym Bed, EBoxwood Beds, SE Sidewalk Beds)500$ 416.04 Tarkington Building – All sides of Tarkington & Mezz Bldg, Parking Garage Beds (including 9 trees 11,500$ 9,568.81rdonWsideofMezzalong3AveandalltreesonSsideofMezzandSofsidewalk)* TOTAL100,002$ 83,208.72 FYIJCJU B)7pg7* Ivnbof!Tpdjfuz!gps!Ibnjmupo!Dpvouz! 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Qsjoufe!Obnf!pg!Bvuipsj{fe!Sfqsftfoubujwf 21717618/2!)PHMFUSFF*! 6 CzKpoPcfsmboefsbu21;66bn-Kbo38-3132 CzKpoPcfsmboefsbu21;64bn-Kbo38-3132 CzKpoPcfsmboefsbu21;68bn-Kbo38-3132 Festival of Ice at Carter Green Exhibit A What: The Festival of Ice at Carter Green - Ice Carving Exhibition Where: The Ice at Carter Green, 10 Carter Green, Carmel, IN 46032 When: Saturday, February 20, 2021 (4-7 p.m.) and Sunday, February 21, 2021 (11 a.m.-3 p.m.) THE FESTIVAL OF ICE WILL PROVIDE THE FOLLOWING Saturday, February 20 – Festival of Ice ice block creation at Carter Green – “CARMEL” Stephan will build in studio and deliver – he will invoice City of Carmel separately. Pedestal Color Gels 1 – 20 amp independent circuit for power Saturday, February 20 – Carmel Arts & Design District Ice Displays on Main Street 4-7 p.m. 1 - 10 x 10 tent Tents will be used for social distancing 1 - 20 amp independent circuit for power 3 blocks of ice provided on pedestal by The Ice Studio Stanchions set up to provide social distancing Color gels Bucket of water – City provides Bucket of Salt – City provides Carvers will clear their own debris Sunday, February 21 – Ice at Carter Green Ice Displays 11 a.m. -3 p.m. 1 - 10 x 10 tent with 2 side panels. Tents will be used for social distancing 1 - 6ft table for tools 1 - 20 amp independent circuit for power 4 blocks of ice on pedestal provided by The Ice Studio Color gels Bucket of water – City provides Bucket of salt – City provides Stanchions set up to provide social distancing An area will be set up for ice debris and cleared as needed by ice assistants FYIJCJU B)2pg3* EVENT DESCRIPTIONS Saturday, February 20 – Freestyle Carving Demonstration in the Arts & Design District, (Main Street) 4-6 p.m. – event until 7 p.m. Stations will be available for Ice Carver Performer to set up tools beginning at 2 p.m. Performer may begin to work on their ice as early as 2:30 p.m. but must begin no later than 4 p.m. Sculptures must be complete by 6 p.m. Ice Carver Performers stay for community questions until 7 p.m. Performer MUST let Meg Osborne know in advance if she/he wants to be placed in proximity to another carver. Last minute changes cannot be accommodated. Sunday, February 21 – Freestyle Carving Demonstration at Carter Green 11 a.m. – 3 p.m. – event until 4 p.m.) Four blocks of ice will be provided on a pedestal with gel color Stations will be available for Ice Carver to set up tools beginning Sunday morning Ice Carver Performer must begin work no later than 11 a.m. Sculptures must be complete by 3 p.m. Ice Carver Assistants on site entire event with instructions from Ice Carver Performers Winners will be determined by audience ballots open until 4:00 p.m. Award checks will be mailed to winners 56 Blocks of Ice will be delivered ACCOMMODATIONS AND PAYMENT Hotel accommodations for Ice Carver Performer will be provided at Hotel Carmichael North for the night of Saturday, February 20. Ice Carver Assistants will each room with Ice Carver Performer along with one voucher for the hotel’s restaurant, Vivante French Eatery. Performer will be allotted one guest room. Additional restaurant vouchers may be purchased by Performer upon check-in. Ice Carver Performer will receive a check in the amount of $1,200.00 on Sunday, February 20 at the completion of the exhibition. Ice Carver Assistants will receive a check in the amount of $400.00 after city paperwork is completed & submitted A dinner will be provided for Ice Carver Performers and Ice Carver Assistants after Saturday'sice display exhibition at 8 p.m. A breakfast voucher of $25.00 will be provided on Sunday at the Hotel Carmichael/Vivante French Eatery for each Ice Carver Performer and each Ice Carver Assistant FYIJCJU B)3pg3* 12/14/2020 ROCK ON ICE SUNBURY, OH 43074 - 104758 4910 CARTER'S CORNER RD City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR SHIP TO PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT EXTENSION ICE CARVING SERVICES FOR FESTIVAL OF ICE Community Relations 1 Civic Square Carmel, IN 46032- 372233 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 52443 1203Department:101Fund:General Fund 43-590.03Account: ICE CARVING SERVICES FOR FESTIVAL OFICE1 $1,200.00 $1,200.00Each 1,200.00SubTotal 1,200.00 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 PAYMENT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. CONTROL NO. 104758 ORDERED BY TITLE CONTROLLER Community Relations 1 Civic Square Carmel, IN 46032- Nancy Heck Director CzKpoPcfsmboefsbu:;13bn-Kbo38-3132 Festival of Ice at Carter Green Exhibit A What: The Festival of Ice at Carter Green - Ice Carving Exhibition Where: The Ice at Carter Green, 10 Carter Green, Carmel, IN 46032 When: Saturday, February 20, 2021 (4-7 p.m.) and Sunday, February 21, 2021 (11 a.m.-3 p.m.) THE FESTIVAL OF ICE WILL PROVIDE THE FOLLOWING Saturday, February 20 – Festival of Ice ice block creation at Carter Green – “CARMEL” Stephan will build in studio and deliver – he will invoice City of Carmel separately. Pedestal Color Gels 1 – 20 amp independent circuit for power Saturday, February 20 – Carmel Arts & Design District Ice Displays on Main Street 4-7 p.m. 1 - 10 x 10 tent Tents will be used for social distancing 1 - 20 amp independent circuit for power 3 blocks of ice provided on pedestal by The Ice Studio Stanchions set up to provide social distancing Color gels Bucket of water – City provides Bucket of Salt – City provides Carvers will clear their own debris Sunday, February 21 – Ice at Carter Green Ice Displays 11 a.m. -3 p.m. 1 - 10 x 10 tent with 2 side panels. Tents will be used for social distancing 1 - 6ft table for tools 1 - 20 amp independent circuit for power 4 blocks of ice on pedestal provided by The Ice Studio Color gels Bucket of water – City provides Bucket of salt – City provides Stanchions set up to provide social distancing An area will be set up for ice debris and cleared as needed by ice assistants FYIJCJU B)2pg3* EVENT DESCRIPTIONS Saturday, February 20 – Freestyle Carving Demonstration in the Arts & Design District, (Main Street) 4-6 p.m. – event until 7 p.m. Stations will be available for Ice Carver Performer to set up tools beginning at 2 p.m. Performer may begin to work on their ice as early as 2:30 p.m. but must begin no later than 4 p.m. Sculptures must be complete by 6 p.m. Ice Carver Performers stay for community questions until 7 p.m. Performer MUST let Meg Osborne know in advance if she/he wants to be placed in proximity to another carver. Last minute changes cannot be accommodated. Sunday, February 21 – Freestyle Carving Demonstration at Carter Green 11 a.m. – 3 p.m. – event until 4 p.m.) Four blocks of ice will be provided on a pedestal with gel color Stations will be available for Ice Carver to set up tools beginning Sunday morning Ice Carver Performer must begin work no later than 11 a.m. Sculptures must be complete by 3 p.m. Ice Carver Assistants on site entire event with instructions from Ice Carver Performers Winners will be determined by audience ballots open until 4:00 p.m. Award checks will be mailed to winners 56 Blocks of Ice will be delivered ACCOMMODATIONS AND PAYMENT Hotel accommodations for Ice Carver Performer will be provided at Hotel Carmichael North for the night of Saturday, February 20. Ice Carver Assistants will each room with Ice Carver Performer along with one voucher for the hotel’s restaurant, Vivante French Eatery. Performer will be allotted one guest room. Additional restaurant vouchers may be purchased by Performer upon check-in. Ice Carver Performer will receive a check in the amount of $1,200.00 on Sunday, February 20 at the completion of the exhibition. Ice Carver Assistants will receive a check in the amount of $400.00 after city paperwork is completed & submitted A dinner will be provided for Ice Carver Performers and Ice Carver Assistants after Saturday'sice display exhibition at 8 p.m. A breakfast voucher of $25.00 will be provided on Sunday at the Hotel Carmichael/Vivante French Eatery for each Ice Carver Performer and each Ice Carver Assistant FYIJCJU B)3pg3* 12/14/2020 MATTHEW W. STODDART LEXINGTON, KY 40504 - 104755 1257 NICE DR City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR SHIP TO PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT EXTENSION ICE CARVING SERVICES FOR FESTIVAL OF ICE Community Relations 1 Civic Square Carmel, IN 46032- 372229 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 52441 1203Department:101Fund:General Fund 43-590.03Account: ICE CARVING SERVICES FOR FESTIVAL OFICE1 $1,200.00 $1,200.00Each 1,200.00SubTotal 1,200.00 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 PAYMENT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. CONTROL NO. 104755 ORDERED BY TITLE CONTROLLER Community Relations 1 Civic Square Carmel, IN 46032- Nancy Heck Director CzKpoPcfsmboefsbu:;14bn-Kbo38-3132 Festival of Ice at Carter Green Exhibit A What: The Festival of Ice at Carter Green - Ice Carving Exhibition Where: The Ice at Carter Green, 10 Carter Green, Carmel, IN 46032 When: Saturday, February 20, 2021 (4-7 p.m.) and Sunday, February 21, 2021 (11 a.m.-3 p.m.) THE FESTIVAL OF ICE WILL PROVIDE THE FOLLOWING Saturday, February 20 – Festival of Ice ice block creation at Carter Green – “CARMEL” Stephan will build in studio and deliver – he will invoice City of Carmel separately. Pedestal Color Gels 1 – 20 amp independent circuit for power Saturday, February 20 – Carmel Arts & Design District Ice Displays on Main Street 4-7 p.m. 1 - 10 x 10 tent Tents will be used for social distancing 1 - 20 amp independent circuit for power 3 blocks of ice provided on pedestal by The Ice Studio Stanchions set up to provide social distancing Color gels Bucket of water – City provides Bucket of Salt – City provides Carvers will clear their own debris Sunday, February 21 – Ice at Carter Green Ice Displays 11 a.m. -3 p.m. 1 - 10 x 10 tent with 2 side panels. Tents will be used for social distancing 1 - 6ft table for tools 1 - 20 amp independent circuit for power 4 blocks of ice on pedestal provided by The Ice Studio Color gels Bucket of water – City provides Bucket of salt – City provides Stanchions set up to provide social distancing An area will be set up for ice debris and cleared as needed by ice assistants FYIJCJU B)2pg3* EVENT DESCRIPTIONS Saturday, February 20 – Freestyle Carving Demonstration in the Arts & Design District, (Main Street) 4-6 p.m. – event until 7 p.m. Stations will be available for Ice Carver Performer to set up tools beginning at 2 p.m. Performer may begin to work on their ice as early as 2:30 p.m. but must begin no later than 4 p.m. Sculptures must be complete by 6 p.m. Ice Carver Performers stay for community questions until 7 p.m. Performer MUST let Meg Osborne know in advance if she/he wants to be placed in proximity to another carver. Last minute changes cannot be accommodated. Sunday, February 21 – Freestyle Carving Demonstration at Carter Green 11 a.m. – 3 p.m. – event until 4 p.m.) Four blocks of ice will be provided on a pedestal with gel color Stations will be available for Ice Carver to set up tools beginning Sunday morning Ice Carver Performer must begin work no later than 11 a.m. Sculptures must be complete by 3 p.m. Ice Carver Assistants on site entire event with instructions from Ice Carver Performers Winners will be determined by audience ballots open until 4:00 p.m. Award checks will be mailed to winners 56 Blocks of Ice will be delivered ACCOMMODATIONS AND PAYMENT Hotel accommodations for Ice Carver Performer will be provided at Hotel Carmichael North for the night of Saturday, February 20. Ice Carver Assistants will each room with Ice Carver Performer along with one voucher for the hotel’s restaurant, Vivante French Eatery. Performer will be allotted one guest room. Additional restaurant vouchers may be purchased by Performer upon check-in. Ice Carver Performer will receive a check in the amount of $1,200.00 on Sunday, February 20 at the completion of the exhibition. Ice Carver Assistants will receive a check in the amount of $400.00 after city paperwork is completed & submitted A dinner will be provided for Ice Carver Performers and Ice Carver Assistants after Saturday'sice display exhibition at 8 p.m. A breakfast voucher of $25.00 will be provided on Sunday at the Hotel Carmichael/Vivante French Eatery for each Ice Carver Performer and each Ice Carver Assistant FYIJCJU B)3pg3* 12/14/2020 MICHAEL D. STODDART NICHOLASVILLE, KY 40356 - 104754 101 MANITOO PL City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR SHIP TO PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT EXTENSION ICE CARVING SERVICES FOR FESTIVAL OF ICE EVENT Community Relations 1 Civic Square Carmel, IN 46032- 372234 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 52440 1203Department:101Fund:General Fund 43-590.03Account: ICE CARVING SERVICES FOR FESTIVAL OF ICEEVENT1 $1,200.00 $1,200.00Each 1,200.00SubTotal 1,200.00 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 PAYMENT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. CONTROL NO. 104754 ORDERED BY TITLE CONTROLLER Community Relations 1 Civic Square Carmel, IN 46032- Nancy Heck Director CzKpoPcfsmboefsbu:;13bn-Kbo39-3132 Festival of Ice at Carter Green Exhibit A What: The Festival of Ice at Carter Green - Ice Carving Exhibition Where: The Ice at Carter Green, 10 Carter Green, Carmel, IN 46032 When: Saturday, February 20, 2021 (4-7 p.m.) and Sunday, February 21, 2021 (11 a.m.-3 p.m.) THE FESTIVAL OF ICE WILL PROVIDE THE FOLLOWING Saturday, February 20 – Festival of Ice ice block creation at Carter Green – “CARMEL” Stephan will build in studio and deliver – he will invoice City of Carmel separately. Pedestal Color Gels 1 – 20 amp independent circuit for power Saturday, February 20 – Carmel Arts & Design District Ice Displays on Main Street 4-7 p.m. 1 - 10 x 10 tent Tents will be used for social distancing 1 - 20 amp independent circuit for power 3 blocks of ice provided on pedestal by The Ice Studio Stanchions set up to provide social distancing Color gels Bucket of water – City provides Bucket of Salt – City provides Carvers will clear their own debris Sunday, February 21 – Ice at Carter Green Ice Displays 11 a.m. -3 p.m. 1 - 10 x 10 tent with 2 side panels. Tents will be used for social distancing 1 - 6ft table for tools 1 - 20 amp independent circuit for power 4 blocks of ice on pedestal provided by The Ice Studio Color gels Bucket of water – City provides Bucket of salt – City provides Stanchions set up to provide social distancing An area will be set up for ice debris and cleared as needed by ice assistants FYIJCJU B)2pg3* EVENT DESCRIPTIONS Saturday, February 20 – Freestyle Carving Demonstration in the Arts & Design District, (Main Street) 4-6 p.m. – event until 7 p.m. Stations will be available for Ice Carver Performer to set up tools beginning at 2 p.m. Performer may begin to work on their ice as early as 2:30 p.m. but must begin no later than 4 p.m. Sculptures must be complete by 6 p.m. Ice Carver Performers stay for community questions until 7 p.m. Performer MUST let Meg Osborne know in advance if she/he wants to be placed in proximity to another carver. Last minute changes cannot be accommodated. Sunday, February 21 – Freestyle Carving Demonstration at Carter Green 11 a.m. – 3 p.m. – event until 4 p.m.) Four blocks of ice will be provided on a pedestal with gel color Stations will be available for Ice Carver to set up tools beginning Sunday morning Ice Carver Performer must begin work no later than 11 a.m. Sculptures must be complete by 3 p.m. Ice Carver Assistants on site entire event with instructions from Ice Carver Performers Winners will be determined by audience ballots open until 4:00 p.m. Award checks will be mailed to winners 56 Blocks of Ice will be delivered ACCOMMODATIONS AND PAYMENT Hotel accommodations for Ice Carver Performer will be provided at Hotel Carmichael North for the night of Saturday, February 20. Ice Carver Assistants will each room with Ice Carver Performer along with one voucher for the hotel’s restaurant, Vivante French Eatery. Performer will be allotted one guest room. Additional restaurant vouchers may be purchased by Performer upon check-in. Ice Carver Performer will receive a check in the amount of $1,200.00 on Sunday, February 20 at the completion of the exhibition. Ice Carver Assistants will receive a check in the amount of $400.00 after city paperwork is completed & submitted A dinner will be provided for Ice Carver Performers and Ice Carver Assistants after Saturday'sice display exhibition at 8 p.m. A breakfast voucher of $25.00 will be provided on Sunday at the Hotel Carmichael/Vivante French Eatery for each Ice Carver Performer and each Ice Carver Assistant FYIJCJU B)3pg3* Page 1 of 1INDIANARETAILTAXEXEMPT PURCHASE ORDER NUMBERCERTIFICATENO. 003120155 0020CityofCarmel FEDERAL EXCISE TAX EXEMPT 104939 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/PONECIVICSQUARE VOUCHER, DELIVERY MEMO, PACKING SLIPS, CARMEL, INDIANA 46032-2584 SHIPPING LABELS AND ANY CORRESPONDENCEFORMAPPROVEDBYSTATEBOARDOFACCOUNTSFORCITYOFCARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION ICECARVING SERVICES FOR FESTIVAL OFICEEVENT1/27/2021375468 JACOB MORGAN COMMUNITY RELATIONS VENDORSHIP2173HADDONDRIVE 1 CIVIC SQ TO Carmel, IN 46032- LEXINGTON, KY 40509 - PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 53512 QUANTITYUNIT OF MEASUREDESCRIPTIONUNIT PRICEEXTENSION Department:Fund: 1203101General Fund Account: 43-590.03 Each1ICECARVING SERVICES FOR FESTIVAL OF ICE EVENT$400.00$400.00 SubTotal 400.00 Send Invoice To: COMMUNITY RELATIONS 1Civic Square Carmel, IN 46032- PLEASE INVOICE INDUPLICATE DEPARTMENTACCOUNTPROJECTPROJECT ACCOUNTAMOUNT 400.00PAYMENT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE ASHIPPINGINSTRUCTIONSPARTOFTHEVOUCHERANDEVERYINVOICEANDVOUCHERHASTHEPROPERSWORN SHIP PREPAID. AFFIDAVIT ATTACHED. IHEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN C.O.D. SHIPMENT CANNOT BE ACCEPTED.THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 ORDERED BYANDACTSAMENDATORYTHEREOFANDSUPPLEMENTTHERETO. Nancy Heck TITLEDirector CONTROL NO. 104939 CONTROLLER CzKpoPcfsmboefsbu2;56qn-Kbo27-3132 FYIJCJU B)2pg4* FYIJCJU B)3pg4* FYIJCJU B)4pg4* Bodman draft 11-12-20 CzKpoPcfsmboefsbu2;52bn-Kbo3:-3132 Tandem Mobility Master Services Agreement ThisMaster Services Agreement, including allschedules, exhibits andattachments hereto (this “Agreement”), ismade effective asofFebruary __, 2021 (the “Effective Date”), byandbetween theCity ofCarmel, Indiana, acting byandthrough itsBoardofPublic Works andSafety (“City”), andTandem Mobility, LLC, withaprincipal place ofbusiness locatedat10299 GrandRiver Rd., Ste. #16, Brighton, Michigan 48116 (“Tandem”). Defined terms usedherein shallhavethemeanings accorded tosuch terms herein. Forgoodandvaluable consideration, thereceipt andsufficiency ofwhich ishereby acknowledge, theparties heretohereby agreeasfollows: Cityandmayplace orders fortheTandem Service (asdefined inSchedule A) byentering intoTandem’sstandard formoforder form (each, an “Order Form”) which Order Forms willamong otherthings specify thenumber ofTandem Bicycles, theLocations andthe estimated Launch Dates andwillreference thisAgreement. Further, the CityanditsAffiliates mayenterintoexpansion order forms (each, an “Expansion Order Form”) toaddadditional Locations andTandem Bicycles fromtimetotimeasmutually agreed toinwriting bytheparties. ThisAgreement willbe deemedincorporated byreference intoeachOrderForm and Expansion Order Form. Additionally, City may receive and use sponsorship funds to pay (or cause orrequest Sponsor Pay) for Tandem Service so long as such third-party sponsor(s) (individually a “Sponsor” and collectively, the “Sponsors”) enters into a Sponsorship Agreement with Tandem that specifically references this Agreement and Sponsor’s obligation to make payment on City’sbehalf for the Tandem Services (“Sponsorship Agreement”) substantially in the form attached hereto asAppendix B. Theparties agree thatthefollowing schedules andattachments areherein incorporated byreference: Schedule A – Tandem Service andFees Schedule B – CityObligations Schedule C – General Terms andConditions Appendix A – Rider Agreement Schedule D – E-Verify Affidavit Appendix B – Sponsorship Agreement 1 Bodman_17042305_2 Schedule A Tandem Service andFees 1.Description ofTandem Service. Pursuant toeach OrderForm andExpansion OrderForm, Tandem willprovide the following (collectively, the “Tandem Service”): a.TherightforUsers (asdefined below) toaccess anduse bicycles provided byTandem (collectively, the Tandem Bicycles”). Thenumber ofTandem Bicycles provided byTandem under thisAgreement shallbeas setforth intheOrder Form andanyExpansion OrderForm (assuchterms aredefined below). b.If the Tandem Service is partially or fully funded by Sponsor(s), the number of Tandem Bicycles will be increased or decreased on apro rata basis according to the funding actually received by one or more Sponsors. City agrees that such increase or decrease can be effectuated without further notice or action by City with ten (10) days prior notice to City. Tandem Bicycles will be added or removed at the same price at the then-current per bike price. c.ASiteSurvey (asdefinedbelow) todetermine theLocations (asdefined below) andtheInitial Launch Date as defined below). d.Alicense touseproprietary bicycle rental management software andmobile application (collectively, the “Licensed Software”) andaccompanying Userinformation (the “Documentation”) pursuant to Section 5below. e.Maintenance Services asdescribed inmore detail inSection 6below. f.Automated locks andbicycle stations tobeusedwiththeTandem Bicycles, subject topayment ofthefeesset forth inthe Order Form. g.Tandem marketing supportand materials (the “Tandem Marketing Materials”). h.Tandem customer services forUsers. Customer representatives shallhavesufficient knowledge toanswer questions and provideinformation concerning Tandem Bicycles andrelated services. i.ATandem Customer Success Manager. 2.Term ofAgreement; Exclusivity. Theinitial termofthisAgreement willcommence onthe Effective Dateand, unless terminated earlier inaccordance herewith, will continue untilallOrder Forms haveterminated orexpired (the “Initial Term”). ThisAgreement willautomatically renew forsuccessive termsunless eitherparty givesthe otherwritten notice of termination atleastthirty (30) days priortotheendofthethen-current term (eacha “Renewal Term” andtogether with the Initial Term, the “Term”). During the Term, City agrees that Tandem shall be the only bicycle sharing, , and/orshared mobility service promoted and used by City at City Locations. No Sponsor (as defined below) is a third-party beneficiary of the Agreement between City and Tandem. 3.Launch Date; SiteSurvey; Locations. a.Initial Launch. Theparties willmutually agree inwriting totheestimated initial launch dateintheOrder Form. The actual initial launch datewillbethelater ofthedatethat: (i) Tandem isabletomake theTandem Service available totheCityattheLocation(s) designated intheOrder Form, or (ii) thirty (30) daysafterthefinalSponsorship Agreement thatispartoftheTandem Service’sinitial funding issignedbyTandem. Tandem willnotifythe Cityofthe actual initial launch datebyemail (the “Initial Launch Date”). b.Initial Locations. Cityacknowledges and agreesthatTandem mayperform asurveyofthe site(s) where City desires that theTandem Bicycles beinstalled (the “Site Survey”). Theparties will mutually agree ontheinitial location(s) where theTandem Bicycles willbeinstalled promptly aftercompletion oftheSiteSurvey (the “Initial Location(s)”). Thelaunch oftheTandem Service ontheInitial Launch Date issubject toboth Tandem and theCityfulfilling allof theirobligations under thisAgreement which arerequired tobefulfilled toenable Tandem tolaunch theTandem Service attheInitial Location(s), including without limitation payment oftheProduct andService FeessetforthintheOrder Form(s). c.Additional Locations. Additional Locations (eachan “Additional Location” and together withtheInitial 3 Bodman_17042305_2 Locations, the “Locations”) and/orTandem Bicycles maybeadded fromtimetotimepursuant toanExpansion Order Form. Theparties willmutually agree inwriting totheestimated launch dateofanAdditional Location intheapplicable Expansion Order Form. Theactual launchdateofanAdditional Location willbethedatethatTandem isabletomake theTandem Service available totheCityattheAdditional Location. Tandem willnotify theCity oftheactual launch date ofanAdditional Location byemail. Thelaunch ofanAdditional Location issubject tobothTandem andtheCityfulfilling alloftheirobligations under thisAgreement which arerequired tobefulfilled toenableTandem tolaunch theTandem Service atthe Additional Location(s), including without limitation payment ofthe Product and Service Feessetforth in theapplicable Expansion Order Form. 4.Fees; Payment Terms. a.Fees. Payment to Tandem for Tandem Services will beprovided by City and/or Sponsor as follows: i)City or Sponsor(s) will pay to Tandem the nonrefundable product and one time fees in the amounts, if any, described in the Order Form and any Expansion Order Form (the “Product and One Time Fees”). City or Sponsor(s) will pay to Tandem the nonrefundable recurring fees (the “Service Lines Fees”) set forth on an Order Form and any Expansion Order Form. The fees are subject to increase upon aRenewal Term, and City or Sponsor(s) will be notified thirty (30) days prior to aprice increase Tandem will invoice, and the City or Sponsor(s) will pay, such fees in accordance with the payment terms set forth in the Order Form and any Expansion Order Form, as applicable. The fees do not include applicable taxes, duties and similar charges, all of which will be invoiced separately to City or Sponsor(s) on the applicable invoice. Tandem reserves the right to charge interest ata rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is less, on late payments; and/or ii)If any portion of Tandem Services are funded by Sponsor, the specific Sponsor and the amount such Sponsor will pay orcontribute to the payment of the Product and One Time Fees and Service Lines Fees to Tandem shall be in accordance with the terms of one or more Sponsorship Agreements as further described in Appendix B. iii)Failure of City or Sponsor to pay the Product and One Time Fees and/or the Service Lines Fees is abreach of this Agreement. iv)If Tandem Services are solely funded by aSponsor and aSponsorship Agreement is not signed within ninety 90) days after the Effective Date, Tandem shall have the right to terminate this Agreement. b.Suspension. IfCity’saccount ismorethanthirty (30) dayspastdue, Tandem may, upon thirty (30) dayspriorwritten notice (which maybebyemail toCity’sbilling contact included intheapplicable Order Form) suspend theprovision ofthe Tandem Service untilsuchtimeasCity’saccount isbrought current. Thisrighttosuspend theTandem Service isinaddition toanyandall otherrightsandremedies under thisAgreement andunder applicable law, including without limitation Tandem’s righttoterminate theAgreement forbreach. IfTandem elects tosuspend theTandem Service, Cityshallreturn allTandem property, including butnotlimited to, Tandem Bicycles, Tandem bicycle stations, signage and anyother Tandem materials collectively, “Tandem Property”) within seven (7) daysofthereceipt ofthewritten notice ofthesuspension unless City’s account isbrought current. IfCity failstobringaccount current viaitspayment orpayment fromaSponsor orreturn the Tandem property within seven (7) daysofreceiving asuspension notice, Tandem shallbeentitled toseekalllegalremedies provided under thelawandCitywillbeliable forallfees, costs, andexpenses actually incurred byTandem inconnection with Tandem recovering Tandem Property. 5.License Grant. a.License Grant. Subject tothetermsandconditions ofthisAgreement andpayment ofthefeesdescribed herein, Tandem hereby grants Cityanon-exclusive, non-transferable, royalty-free, fullypaidup, limited license during theTermtoaccess and usetheLicensed Software, ashosted byTandem orits thirdparty platform provider(s), from locations inthe United States and tousetheDocumentation provided byTandem solely forCity’smanagement oftheTandem Bicycles attheLocations. b.Restrictions. Citywillnot, andwillnotpermit thirdparties to, (i) permit anythirdparty toaccess theLicensed Software except aspermitted herein orusetheLicensed Software asaservicebureau, application service provider, orsimilarbusiness, 4 Bodman_17042305_2 ii) create derivate works basedon theLicensed Software, (iii) copy, frame, mirror, delete, alter, orobscure anypartorcontent oftheLicensed Software, (iv) decompile, disassemble, translate, reverse engineer orotherwise attempt toderive source code from theLicensed Software, inwhole orinpart, nor willCityuse anymechanical, electronic orother method totrace, decompile, disassemble, circumvent, oridentify thesource codeoftheLicensed Software orencourage orpermit others todo so (except andonlytotheextent thatapplicable lawprohibits or restricts reverse engineering restrictions), (v) access the Licensed Software inorder to (a) build acompetitive product orservice, or (b) copyany features, functions orgraphics ofthe Licensed Software, (vi) sell, resell, rent orleasethe Licensed Software, (vii) usetheLicensed Software tostore ortransmit infringing, libelous, orotherwise unlawful ortortious material, ortostoreortransmit material inviolation ofthird-partyprivacy rights (orotherwise usethe Licensed Software inviolation oftheDocumentation), (viii) store ortransmit virus orother malicious codethrough theLicensed Software, (ix) interfere with ordisrupt theintegrity orperformance oftheLicensed Software, (x) attempt togainunauthorized access totheLicensed Software ortheir related systems ornetworks, or (xi) usethe Licensed Software andotherthirdparty software orproducts madeavailable toCityinconnection withthisAgreement other thanasintended. Cityshall provide toTandem alistofauthorized users oftheLicensed Software. c.Ownership. Except forthe rights grantedtoCityinthisSection, allright, title andinterest inand tothe Licensed Software andthe Documentation, including without limitation allintellectual property embodied therein, shall remain exclusively withTandem ortherespective thirdparty andTandem reserves allrights therein andthereto. Thelicense granted hereunder includes norights inortothesource codeversions oftheLicensed Software ortotheobjectcode version ofthe Licensed Software, otherthantotheobject codeversion ashosted byTandem oritsthirdparty hosting provider. 6.Maintenance Services. Tandem will provide thefollowing maintenance services withrespect totheTandem Bicycles (the "Maintenance Services"): i)Tandem maintenance personnel willvisiteachoftheLocations toperform general maintenance andcleaning oftheTandem Bicycles. ii)Tandem will, atTandem'ssoleoptionand expense, willreviewand make replacements totheTandem Bicycles as needed. iii)Tandem maintenance personnel willrespond tomaintenance andservice requests asreasonably requested by the City. 7.Tandem Membership. a.Generally. Eachperson thathasbeenauthenticated byTandem andisaTandem member ingoodstanding (a “User”) shallbeeligible tousetheTandem Bicycles subject toTandem’sthencurrent policies andprocedures, including without limitation theterms andconditions ofTandem'smember agreement. Tobecome aTandem member, aperson shallcomplete Tandem'smembership application and, ifapproved formembership byTandem, shallenterintoTandem'smember agreement and waiverintheformsetforthonAppendix Ahereto. Tandem mayrevise themembership application andmember agreement from time totimeinitssolediscretion. Inaddition, theparties may, asmaybe mutually agreed, require Users tosignan additional, secondary waiver intheform provided byCity. Tandem ownsallright, titleandinterest inandtoanyandall information anddatasubmitted toTandem byUsers andprospective Users andTandem agrees that itwillnotsellUserdata. b.Payment ofMembership andUsage Fees. Users shall beresponsible forpaying, viacredit card, theannual membership fee, usage fees, andsuchadditional feesandcharges assetforthatadmin.movatic.coasadjusted from timeto timeafterwritten notice toCityand eachUserthrough theLicensed Software orviaemail. Allfeespaid byUsers willbe processed byathirdpartycredit cardorpayment processor andCityshallreceive 96.9% oftheannual membership fees, usage fees, andsuchadditional fees andcharges actually received by Tandem fromUsers asaresult oftheiruseofTandem Bicycles. Cityagrees tomakereasonable efforts tocooperate withTandem inthesetup ofanythirdparty processor’saccount(s) that willcollecttheLicensed Software-related fees. Tandem willnotreceive, process, retain ormaintain anycredit carddata. 5 Bodman_17042305_2 Data Sharing: Cityshallhaveaccess toany/alldatathat iscollected fromtheshare program and itsusers/members. City mayexport thebelow dataondemand using theGBFS access points intheLicensed Software’sadministrative functionality. Datapointsinclude: Number ofrides oDay/week/month/year oCustom timeframes Lengthof rides oMinutes oMiles Routestaken Station usage oStation usepercentages Triptimes ofday Help deskcalls oFAQs oCommon issues oIncident reports Remainder ofpageintentionally leftblank\] 6 Bodman_17042305_2 Schedule BCity Obligations 1.Generally. Cityrepresents andwarrants toTandem thatCityhasall rights, licenses, consents, authorizations andpermits necessary topermit Tandem toinstall theBicycles attheLocations andtoprovide theTandem Service attheLocations. Further, Citywill: a)Permit Tandem personnel toaccess each Location, atmutually agreed dates andtimes, toperform aSiteSurvey, take pictures oftheLocation, and otherwise reviewand inspectthe Location withCitypersonnel todetermine amutually agreed toareaateachLocation toinstall Tandem Bicycles and Tandem stations. b)Provide therequired square footage inamutually agreedtoarea ateach Location toenable Tandem toinstall the Tandem stationsandTandem Bicycles andprovide thenecessary additional space foranymutually agreed toincrease inthe number ofTandem Bicycles. Inaddition, ifmutually agreed bytheparties, (i) Citywill accept shipments oftheTandem Bicycles andrelated materials andwillstoretheTandem Bicycles andrelated materials inasecure location untilTandem personnel arrive toinstall and (ii) Cityshallpermit Tandem todispose ofshipping materials attheLocations andprovide access toCity’strashandrecycling facilities inconnection withsame. c)Permit Tandem personnel toaccess each Location, atamutually agreed todateandtime, toset-upandinstall the Tandem Bicycles andTandem Signage attheLocations, including installation ofappropriate bicycle stations tobeprovided byTandem, andtotakepictures oftheTandem Bicycles asinstalled ateachLocation. Tandem shallhavetherighttousethe pictures foradvertising and marketing purposes, withCity’spriorwritten consent, whichwill notbeunreasonably withheld. d)Permit Tandem personnel toaccess theLocations duringnormal business hours Monday through Friday, orasmay beotherwise mutually agreed, toprovide Maintenance Services. Citywillprovide Tandem with anappropriate number of parking passes orparking validations tobeprovided toTandem personnel toenable Tandem personnel toaccess theLocations without charge. e)Keep all Locations where Tandem Bicycles arestored clean anddebris-free, insubstantially similar condition tothe condition oftheLocations asoftheLaunch DateforsuchLocations. 2.Tandem Bicycles. a)Citywill usereasonable efforts toreport anymaintenance orotherissues relating totheTandem Bicycles ortheTandem stations orfacility onCitypremises. Cityshallreport anyissues toTandem atbike-support@tandem.comand Tandem shall initiate aresolution within 48 hours. Such reasonable efforts bytheCitywillbeconstrued tomean onlyageneral visual inspection tolookforflattires, obvious andmaterial cosmetic defects tothebicycles and/orstations, andgraffiti. Tandem will respond toallmaintenance issues reported byCity assoon ascommercially practicable. Tandem willprovide City withan unlock codeso thattheCityemployees canremove visibly damaged/unsafe bicycles from aLocation immediately. Citywill store damaged bicycles inasecure location untiltheycanbepicked upbyTandem maintenance personnel. b)Cityacknowledges thattheMaintenance Services donotcoverabuse, theft, vandalism, accident and/orsimilar issues while thebicycles arenot inuse byUsers unless Cityhaselected toincludesuchcoverage (“Damage andTheft Coverage”) andhaspaid theapplicable feessetforth inanOrder Form orExpansion Order Form forsuchDamage andTheft Coverage. AtCity’sexpense, unless Customer has electedDamage Coverage, theCitywill, onanannual basis, replace and/orrepair up to10% oftheCityBicycles (butonlyifitisapparent thatsuchCityBicycles arevandalized, stolen ordamaged while notin use byaUserbutnotfornormal orexpected wearandteardue toroutine usagenor fordamage, vandalism, orCityBicycles stolen while inuseby auser), Cityautomated locks, and/orCitystations thathavebeenvandalized, stolen, and/ordamaged byaccident ormisuseorabuse. NoTandem Bicycles willbereplaced morethanonetimeperyear. Remainder ofpageintentionally leftblank\] 7 Bodman_17042305_2 Schedule C General Terms and Conditions 1.Services; Relationship oftheParties. Subject totheterms andconditions ofthisAgreement, Tandem will provide theTandem Service setforth inSchedule AandCitywillperform theobligations setforth onSchedule B. The relationship oftheparties tothisAgreement issolely thatofindependent contractors. Neither party willhave any authority tocontract withthirdparties onbehalf oftheother party ortoexpressly orimpliedly represent thatithasany suchauthority, toanyperson. 2.Insurance. During the Term, Tandem willmaintain the following insurance: a.General Liability Insurance withcoverage limits ofatleast $1,000,000.00peroccurrence and $2,000,000.00inthe aggregate; b.Worker’sCompensation Insurance inaccordance withstatutory requirements; and c.Umbrella coverage intheamount ofatleast $2,000,000. Coverage willbeplaced withinsurance carriers withanA.M. BestRatingofnotlessthanA- andfinancial rating ofnotlessthan VII. 3.LIMITED WARRANTY; DISCLAIMER OFWARRANTIES. a.General. Eachparty represents andwarrants that: (i) thisAgreement hasbeendulyapproved byall necessary action ofsuchparty; (ii) ithasfullpower andauthority toenterintoandexecute thisAgreement; (iii) thisAgreement isvalid, binding andenforceable inaccordance withits terms; and (iv) theexecution, delivery andperformance ofthisAgreement does notresultinaviolation orbreach ofanddoesnotcontravene, violate orconflict withanyprovision ofapplicable law, regulations orobligations towhich itisaparty. b.Tandem Service. Tandem represents andwarrants thattheTandem Service willbe provided inaccordance withtheterms ofthis Agreement. AsCity’ssoleandexclusive remedy, andTandem’ssoleliability, foranybreach oftheforegoing warranty, Tandem willreperform theTandem Service sothatitconforms totherequirements ofthisAgreement. c.Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SETFORTH IN THIS SECTION 4, TOTHE MAXIMUM EXTENT PERMITTED BYLAW, TANDEM MAKES NOWARRANTIES WITH RESPECT TOTHE TANDEM SERVICE ORTHE SUBJECT MATTER OFTHIS AGREEMENT AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, ORSTATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO WARRANTY ISMADE THAT THETANDEM SERVICE WILLMEET CITY’SREQUIREMENTS. 4.Indemnification. Tandem agrees toindemnify, defend, andholdharmless City andtheir respective elected official, officers, directors, employees, andagents fromanyandallclaims asserted against Citybyathirdparty (“Third Party Claims”) alleging i) thenegligence orwillful misconduct ofTandem oritsemployees intheperformance ofthe Tandem Service hereunder; or ii) infringement bytheLicensed Software orTandem trademarks ofthethirdparty’sintellectual property rights; andTandem shallindemnify andholdCityharmless fromandagainst all damages finally awarded byacourt ofcompetent jurisdiction or agreed tobyTandem insettlement withrespect tosuchThird Party Claims; provided, that (a) Cityshall provide Tandem with written notice promptly upon learning ofanyThird Party Claims orcomplaints thatmayreasonably result inthe indemnification ofCity, provided, however, thatfailurebyCitytoprovidenotice toTandem shallnotrelieve Tandem ofits obligations underthis Sectionunless suchfailure prejudices Tandem’sdefense orsettlement oftheThird Party Claim; (b) City willpermit Tandem tocontrol thedefense andsettlement oftheThird PartyClaim, provided, however, thatTandem maynot settle theThird Party Claim inamanner adverse toCityorwhich would impose liability onCitywithout City’sprior written consent; and (c) Citywill provide Tandem withassistance inthedefense andsettlement oftheThird Party Claim atTandem ’s expense. Citymay (atitsowncost) engage itsowncounsel toparticipate inthedefense and settlement oftheThird Party 8 Bodman_17042305_2 Claim. City willnotsettle anyThird Party Claimwithout Tandem’sprior written consent. Cityagrees toindemnify, defend, andholdharmless Tandem fromThirdParty Claims: alleging: (a) City’sfailure tocomply withanyapplicable law, statute, regulation, ordinance; (b) Citywas grossly negligent or committed an intentional act that caused injury to aperson or damage to property; and/or (c) City’smaterial breach ofthetermsofthisAgreement. 5.LIMITATION OFLIABILITY. TOTHEMAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TOTHE OTHER PARTY FORANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSTPROFITS, LOSSORCORRUPTION OF DATA, LOSS OFGOODWILL, COSTSTOPROCURE SUBSTITUTE GOODS ORSERVICES, ORINTERRUPTION OF BUSINESS, EVEN IFSUCH PARTY HASBEEN ADVISED OFTHEPOSSIBILITY OFSAME. TOTHEMAXIMUM EXTENT PERMITTED BYLAW, NEITHER PARTY’SLIABILITY HEREUNDER WILL EXCEED THEFEES PAID BY CITY TOTANDEM IN THEMOST RECENT TERM PRIOR TOTHECLAIM ARISING FORTHETANDEM SERVICE THAT ISTHE SUBJECT OFTHE CLAIM IN THE SIXMONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE OR25% OF THE AMOUNT PAID BYTHE SPONSORS INTHE SIXMONTH IMMEDIATELY PRECEDING THEDATE THE CAUSE OFACTION AROSE. THEFOREGOING LIMITATIONS SHALL NOT APPLY CITY’SPAYMENT OBLIGATIONS, ORBREACH OF OBLIGATIONS OFCONFIDENTIALITY UNDER SECTION 6. CITYACKNOWLEDGES THAT THE PROVISIONS OF THISSECTION REPRESENT A REASONABLE ALLOCATION OFRISK THAT ISREFLECTED INTHE FEES PAID BYCITY. 6.Confidentiality; Suggestions. Confidentiality. Each partyacknowledges thatduring thetermofthisAgreement theother partymaydisclose information, whether orally, visually, orintangible form, thatisproprietary andconfidential tothedisclosing party andisdisclosed or marked asproprietary orconfidential (“Confidential Information”) and that the unauthorized disclosure ofConfidential Information maycause irreparable harm tothedisclosing party. Each party shallonlyusetheConfidential Information to perform itsobligations hereunder andwilltakeallreasonable measures tosafeguard andprevent theunauthorized disclosure ofConfidential Information, butnolessthan themeasures ittakes tosafeguard its ownconfidential information, including without limitation disclosing Confidential Information onlytothose ofitsemployees withaneedtoknow such information to perform theirobligations hereunder andwhichhave beenadvised oftheconfidential nature oftheinformation andhaveagreed toprotect theConfidential Information tothe same extent as City hereunder. The parties acknowledge that it will be impossible to measure the damages that would be suffered by one party if the other party fails to comply with the provisions of this Section 7 and that in the event of any such failure, such party will not have an adequate remedy at law and shall, therefore, be entitled, in addition to any other rights and remedies, toseek specific performance ofthe receiving party’sobligations and to seek immediate injunctive relief with respect thereto. A party may disclose Confidential Information pursuant toany statutory or regulatory authority or court order, provided that the Receiving Party shall provide the Disclosing Party with reasonable written notice prior to any such disclosure, assist inobtaining an order protecting the information from disclosure, and comply with any applicable protective order orequivalent. Suggestions. Citymay, fromtimetotime, provide suggestions, techniques, know-how, comments, feedback orotherinput to Tandem withrespect totheTandem Service (collectively, “Suggestions”). Bothparties agree thateachSuggestion isand shallbegiven entirely voluntarily. Each Suggestion, evenifdesignated asconfidential byCityshallnot, absent asigned, written agreement withTandem, create anobligation ofconfidentiality forTandem. Cityagreesthatitshallnotgiveany Suggestion thatissubject tolicenseterms orrestrictions thatseektorequire anyTandem technology, service, product or documentation incorporating or derived from such Suggestion, or any Tandem intellectual property, to be licensed or otherwise shared with City or any third party. Furthermore, City hereby assigns all right, title and interest in and to Suggestions to Tandem including without limitation all intellectual property rights therein, and will take any and all actions reasonably requested by Tandem to effect such assignment. 7.Termination. a.ThisAgreement maybeterminated (1) byTandem ifCity failstotimely make any payment due hereunder (other than withrespect tochargesthen subject toagoodfaithdispute) andfailstocure suchdefault within ten (10) daysofreceiving notice inwriting fromTandem ofsuchfailure (whether ornotTandem availsitselfofitsrighttosuspend theTandem 9 Bodman_17042305_2 Service); or (2) by either party inthe event (i) theother party materially breaches anyofitsduties, obligations or responsibilities under thisAgreement andfails tocure suchbreach orprovide theotherparty with anacceptable planfor curing suchbreach within thirty (30) days afterreceipt bythebreaching party ofwritten notice specifying thebreach; (ii) areceiver, trustee, administrator, or administrative receiver isappointed for the other party or its property; (iii) the other party makes an assignment for the benefit of creditors; (iv) any proceedings should be commenced against the other party under any bankruptcy, insolvency, or debtor’srelief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other party is liquidated or dissolved. Termination shall not relieve City of the obligation to pay any fees accrued or payable to Tandem prior to the effective date of termination. b.Upon thetermination ofthisAgreement, eachparty willpromptly destroyor, ontheotherparty’srequest, return allofthe other party’sConfidential Information, including allcopiesthereof, subject toapplicable law. Thepayment andfee provisions ofSchedule AandeachOrder Form andanyExpansion Order Forms shallsurvive anytermination orexpiration ofthisAgreement withrespect toanyfeesdueandowing hereunder. Sections 3(c), 45, 6, 7, 8, 9ofthisSchedule Cshall survive anytermination orexpiration ofthis Agreement. 8.Notices. Except asotherwise provided inthisAgreement, all notices, requests anddemands, andother communications required orpermitted under thisAgreement shallbeinwriting andsenttotheaddresses noted intheOrder Form orto suchchanges ofaddress ofwhich oneparty notifies the otherinaccordance withthisprovision. Anotice shallbedeemed effective: (i) upondelivery, ifdelivered personally byhand toaparty; (ii) one (1) business dayafterdeposit, ifdelivered toanationally recognized courier service offeringguaranteed overnight delivery; or (iii) five (5) business daysafterhaving beendeposited intheUnited States mail, certified mail, postage prepaid, return receipt requested. 9.Non-Discrimination. Tandem represents andwarrants thatitandallofitsofficers, employees, agents, contractors and subcontractors shallcomply with alllawsoftheUnited States, theState ofIndiana andCity prohibiting discrimination against anyemployee, applicant foremployment orother person inthe provision ofanyGoods andServices provided by thisAgreement withrespect totheirhire, tenure, terms, conditions andprivileges ofemployment andanyother matter related totheiremployment orsubcontracting, because ofrace, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/orVietnam eraveteran status. 10.E-Verify. Pursuant toI.C. § 22-5-1.7etseq., asthesamemaybeamended fromtimetotime, andasisincorporated herein bythisreference (the “IndianaE-Verify Law”), Tandem isrequired toenroll inandverify thework eligibility status ofits newly-hiredemployees using theE-Verify program, andtoexecute theAffidavit attached herein asSchedule D, affirming thatitisenrolled andparticipating intheE-verify program anddoesnotknowingly employ orengage unauthorized aliens. InsupportoftheAffidavit, Tandem shall provide theCity withdocumentation indicating thatithasenrolled andis participating intheE-Verify program. ShouldTandem violatetheIndiana E-Verify lawbyknowingly employing unauthorized aliens, the Citymayrequireacureofsuchviolation andthereafter, ifnotimely cureisperformed, terminate thisAgreement inaccordance witheither theprovisions hereof. Therequirements ofthis paragraph shallnotapply should the E-Verifyprogram cease toexist. 11.Notice. Any notice provided forinthisAgreement willbesufficient ifitisinwriting andisdelivered bypostage prepaid U.S. certified mail, return receipt requested, totheparty tobenotified attheaddressspecified herein: IftoCity: Department ofCommunity Services AND Douglas C. Haney, City ofCarmel Corporation Counsel OneCivic Square Department ofLaw Carmel, Indiana 46032 OneCivic Square Attn: David Littlejohn Carmel, Indiana 46032 IftoTandem: Tandem Mobility, LLC AND Joseph R. Morrison, Jr. Bodman PLC 210S. Divsion Suite 400 10 Bodman_17042305_2 Attn: ______________ AnnArbor, MI48104 12.Debarment andSuspension. Tandem certifies byentering intothisAgreement thatneither itnoritsprincipals norany ofitssubcontractors arepresently debarred, suspended, proposed fordebarment, declared ineligible or voluntarily excluded fromentering intothis Agreement byanyfederal agency orbyany department, agency orpolitical subdivision oftheStateofIndiana. Theterm “principal” forpurposes ofthisAgreement meansanofficer, director, owner, partner, keyemployee orother person withprimary management orsupervisory responsibilities, oraperson whohasacritical influence onorsubstantive controlover theoperations ofTandem. Tandem certifies thatithasverified thestateandfederal suspension anddebarment status forallsubcontractors receiving funds underthisAgreement andshallbesolely responsible foranyrecoupment, penalties orcosts thatmight arisefrom useofasuspended ordebarred subcontractor. Tandem shall immediately notify theCity ifanysubcontractor becomes debarred orsuspended, andshall, attheCity’srequest, takeallsteps required bytheCitytoterminate itscontractual relationship withthesubcontractor forworktobeperformed underthisAgreement. 13.Iran Certification. Pursuant toI.C. § 5-22-16.5, Tandem certifies that, insigning thisAgreement, itdoesnotengage in investment activities within theCountry ofIran. 14.Miscellaneous. Eachparty represents andwarrants totheotherthatithasthe authority toenter intothisAgreement andis notunder anyobligation toanythird party thatwould conflict withthisAgreement. ThisAgreement, including allofthe Schedules hereto, istheentire agreement between theparties withrespect tothesubject matter hereof andsupersedes all other priorandcontemporaneous agreements and understandings, oraland written, between theparties withrespect tothe subject matterhereof. Additional ordifferent terms inanypurchase order orsimilardocument willnotmodify oraddto theterms ofthisAgreement unlessmutually agreedinwritingby theparties. This Agreement maybe amended onlyby a written agreement between theparties. Ifoneparty failstoenforce anyprovision ofthisAgreement, suchparty willnot be precluded fromenforcing the same provision atanother time. This Agreement andthe rights granted under itmaynot be assigned ortransferred byeither party without thewrittenconsent oftheother party; provided, however, either party will havetherighttoassign thisAgreement toitssuccessor intheevent ofamerger, acquisition orother consolidation, including without limitation thesaleofallorsubstantially allofitsassets orstock orbusiness towhich this Agreement relates. Intheevent thatanyprovision ofthisAgreement isheldbyacourt orother tribunal ofcompetent jurisdiction to beunenforceable, suchprovision will bedeemed modified totheminimum extent necessary torender theprovision enforceable inamanner thatmostclosely represents the original intentofthe partiesandthe remaining terms andconditions ofthisAgreement willremain infullforce and effect. ThisAgreement shallbegoverned byandconstrued inaccordance withthelawsoftheStateofIndiana without regard toconflicts oflawsprovisions thereof. Intheevent ofany adjudication ofanydispute under thisAgreement, the prevailing party insuchaction willbeentitled toreimbursement ofitsreasonable attorneys’ fees andrelatedcosts bytheother party. The paragraph headings contained inthisAgreement are for convenience onlyandarenotintended tobe usednormaytheybe usedintheinterpretation ofthisAgreement. Neither party willbeliable foradelay inperforming itsobligations under thisAgreement totheextentthatdelay iscaused by insurrection, war, riot, explosion, nuclear incident, fire, flood, earthquake, failures ofsuppliers, utility or telecommunications outages, pandemic orother significant event beyond the reasonable control ofthe affected party, provided thenon-performing party immediately notifies theother party andtakescommercially reasonable andexpedient action toresume performance. This Agreement may beexecuted inoneormore counterparts, each counterpart ofwhich willbedeemed tobeanoriginal andwhich together will constitute one andthesame instrument. The signature ofanyof theparties maybeevidenced byanelectronic orfacsimile copy ofthisAgreement bearing such signature, andsuch signature willbevalidandbinding asifan original executed copyoftheAgreement hasbeendelivered. 11 Bodman_17042305_2 Appendix A Rider Agreement Rider: Rider Name (the "Rider") Rider Since: \[DATE\] Rider Contract Last Revised: July 17, 2020 This Contract is a bike-sharing/rental service subscription (“Services”) contract between Tandem Mobility, LLC Tandem Mobility") and the Rider. All Riders are required to accept and comply with the terms and conditions set forth herein and the terms provided by third parties that Tandem Mobility works with to provide the Services, including third party application and software provider terms. By accepting the terms and conditions of this Contract and using Tandem Mobility's Services you accept and agree to comply with the terms and conditions of this Contract, as it may be amended from time to time. IF YOU DO NOT ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS CONTRACT, THEN YOU ARE NOT AUTHORIZED TO USE ANY TANDEM MOBILITY BIKE OR SERVICE. If you have any questions regarding this Contract, please contact us for support via the app, or email us at support@tandemmobility.com. Tandem Mobility reserves the right to change the terms of this Contract, including any associated Schedules, from time to time and shall give notice of such changes to the Rider in a timely manner. Notice to Riders shall be considered given when such notice is provided by email to the Rider email address provided to Tandem Mobility. If you are a Rider, and you so request (via an email to us at the address provided above), we will email you a notice of the amended terms and conditions. You agree that the amended terms and conditions of this Contract shall be effective and binding on you upon the effective date indicated in such notice. Certain provisions of this Contract and the Rules related to your use of Tandem Mobility bike and Services may vary based upon the jurisdiction in which you rent or use a Tandem Mobility bike. For example, you may be required by law to wear a helmet in certain cities or jurisdictions (or, if applicable, by province or state) in which you are utilizing the Tandem Mobility bike and certain different or additional fees and policies may apply. The Contracts applicable to all jurisdictions in which Tandem Mobility bikes may be reserved are available through the Tandem Mobility websites. 1. Definitions In this Contract, the following definitions apply: a. “Rider” or “you”: The person registered as the Rider. b. “Contract”: This Ridership Contract and related Schedules, whether made available in print or electronically through Tandem Mobility's web sites. The Schedules, if any, are an integral part of this Contract and are incorporated herein by reference. c. “Rules”: All the rules, guidelines or policies of Tandem Mobility, or Tandem Mobility’s third party application provider (including, but not limited to Movatic, Inc.), related to a Rider's use of the Tandem Mobility service, 12 Bodman_17042305_2 whether set forth in this Contract, appearing elsewhere on Tandem Mobility's web sites or otherwise issued from time to time by Tandem Mobility, including, specifically and without limitation, those set forth in the Rules for Bike Use. d. “Schedules”: All the schedules and policies referenced in or incorporated into this Contract. 2. Basic Terms of Use of the Tandem Mobility Services 2.1 This Contract is a bike-sharing/rental service subscription contract offered by Tandem Mobility but does not in itself confer any right to use any Tandem Mobility bike or service. A Rider may only use Tandem Mobility's bikes and/or Services, to the extent available, in accordance with the terms of this Contract and subject to paying all applicable fees and charges. 2.2Tandem Mobility is the operator of the Services, and through selection of the Services on the platform, the Rider acknowledges that the Services, including but not limited to the bicycle and bike racks, may be branded or marketed by third parties. Rider acknowledges and agrees that through this Agreement that no ownership is transferred to Rider of any items provided or at Rider’s disposal under this Agreement, including specifically and without limitation, all Tandem Mobility bikes, bike racks and locking mechanisms or the bikes, bike racks and locking mechanisms made available to Rider in connection with Tandem Mobility’s Services. 3. Eligibility 3.1 To be eligible for Tandem Mobility’s Services, the Rider must: Be at least 18 years old; Be avalid member/resident/customer/student/guest of the partner community in which Tandem Mobility has contracted with; and Fully complete the login and registration process with Tandem Mobility’s this party application provider Movatic, Inc.). 3.2Satisfying the foregoing criteria does not automatically give aregistered Movatic, Inc. user the right to become a Tandem Mobility Rider. Acceptance of the applicant's Ridership is subject to review and approval by Tandem Mobility and/or its partners in their sole discretion, and, without limiting the foregoing, Ridership may be denied based upon additional criteria established from time to time by Tandem Mobility, its third party application providers (including, but not limited to, Movatic, Inc.) and/or its insurance providers. 3.3 The Rider represents and warrants to Tandem Mobility that it has received all reasonable explanations concerning the content of this Contract, including all Schedules currently in force, and that it has carefully reviewed its commitments and obligations hereunder. 4. Fees and Responsibilities of the Rider 4.1 The Rider promises to pay Tandem Mobility all applicable Ridership fees associated with the Rider's plan as displayed in the application that Rider uses to access the Services, which shall be collected via processing Rider’s credit card by a third party payment processor. No fees paid for use of the Services are refundable, regardless of whether or not a Rider's Ridership terminates. A Rider's initial (first year's) Ridership fee is only refundable if a Rider terminates Ridership within the first seven (7) days of Ridership. To cancel Tandem Mobility Ridership, the 13 Bodman_17042305_2 Rider must contact Tandem Mobility support through their account within the application that Rider uses to access the Services. 4.2 The Rider shall pay all fees and costs incurred when due Ridership fees (which are automatically charged annually), usage charges and other costs and fees. Riders are billed for usage fees, costs incurred and for any fees incurred via credit card or other means as established by Tandem Mobility. Any Rider account which is delinquent will be suspended. Any credit or debit card provided by the Rider to Tandem Mobility for billing which is rejected may result in suspension of the Rider'sRidership. Riders are responsible for providing and maintaining current credit card or debit card information on file with Tandem Mobility or its third party payment processor. Ongoing issues with credit card billings may result in termination of Ridership. Under no circumstances will Tandem Mobility be responsible for any overdraft or other fees charged by aRider's credit card company or bank. For delinquent accounts, Tandem Mobility may also change how credit is offered to the Rider and/or terminate the Rider's account. In addition, Tandem Mobility may utilize third parties to collect amounts owed to Tandem Mobility by a Rider. 4.3 Riders are responsible for providing and maintaining current email, mobile phone, mailing address and other account information. Telephone calls, email correspondence and social media communications with Tandem Mobility may be recorded or monitored. By using these communication methods you are consenting to the recording or monitoring of your calls, emails and social media communications 5. Damages 5.1 Damages Generally: A Rider is responsible for the full value of any damages caused to Tandem Mobility's property or the property of all third parties during the entire time while the Rider is responsible for a Tandem Mobility bike. Without limiting the foregoing, a Rider is responsible for any and all damage that occurs to a Tandem Mobility bike while in the Rider's possession or control (the entire time the bike is reserved under the Rider's account) even if damage is weather-related or arises from similar causes. 6. Insurance Tandem Mobility does not provide any insurance to Riders. The Services and the products made available through Rider’suse of the Services are provided "as is" and the Rider assumes all risks associated with using the Services and such products. 7. Term and Termination 7.1 This Contract shall commence upon the acceptance by Tandem Mobility of the Rider's registration with Tandem Mobility’s third party application provider and the payment of any applicable fees. This contract term shall continue until such time as Ridership is canceled in accordance with this Section 7. A Rider may terminate Ridership upon one day prior notice by contacting Tandem Mobility support through their account within the application that Rider uses to access the Services. Tandem Mobility may terminate this Contract at any time upon no less than thirty (30) days’ notice to the Rider. With respect to any termination or cancellation of this Contract, the Rider shall remain responsible for any fees, costs or expenses incurred prior to termination of this Contract. 7.2 In addition, Tandem Mobility may upon notice to the Rider, immediately terminate this Contract if the Rider a) fails to pay any sum due under this Contract, (b) fails to comply with any term or condition specified in the Contract or any Rules, (c) engages in any activities or conduct that Tandem Mobility, in its reasonable discretion, determines to be inappropriate, abusive or otherwise unacceptable; or (d) is not paying its debts as such debts generally become due, becomes insolvent, files or has filed against it a petition (or other document) under any 14 Bodman_17042305_2 bankruptcy law or similar law that is unresolved within sixty (60) days of the filing of such petition (or document), proposes any dissolution, liquidation, composition, financial reorganization or recapitalization with creditors, makes a general assignment or trust mortgage for the benefit of creditors, or ifa receiver, trustee, custodian or similar agent is appointed or takes possession of any of its property or business. No Ridership or other fees will be refunded in the event of termination pursuant to this Section 7.2. 7.3 Upon termination, all of the Rider's rights to use Tandem Mobility's Services and bikes shall immediately terminate. The Rider agrees to return immediately to Tandem Mobility any bike or any other property of Tandem Mobility that the Rider has in the Rider's possession. Additionally, the Rider shall be responsible for and agrees to pay any legal fees, court costs or expenses associated with enforcing the terms of this Contract, whether upon termination or otherwise (including, without limitation, any costs relating to recovering any of the foregoing property or any amounts due and owing to Tandem Mobility). 8. Limitations of Liability 8.1 UNDER NO CIRCUMSTANCES WILL TANDEM MOBILITY BE LIABLE TO ANY RIDER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS CONTRACT OR USE OF THE TANDEM MOBILITY SERVICES. Without limiting the foregoing, Tandem Mobility shall have no liability for any loss of, or damage to, any goods on the bike, any loss, damage or injury resulting to third parties from the use of a Tandem Mobility bike, or from the use of any bike accessories (bicycle racks, baby seats, etc.), whether supplied by Tandem Mobility or by a Rider (the Rider is responsible for the safe installation of such accessories and must check the condition of such accessories before each use). 8.2 THE RIDER ACKNOWLEDGES AND AGREES THAT TANDEM MOBILITY'S SERVICES INVOLVE SOME HAZARDS AND DANGERS AND THAT THE RIDER'S USE OF SUCH SERVICES IS ENTIRELY VOLUNTARY. BY USING TANDEM MOBILITY'S SERVICES, THE RIDER (A) ASSUMES ALL RISKS OF INJURY, LOSS OF LIFE AND DAMAGE TO PERSON AND PROPERTY THAT MAY OCCUR IN CONNECTION WITH THE SERVICES, (B) WAIVES, RELEASES AND HOLDS HARMLESS TANDEM MOBILITY AND ITS AFFILIATED COMPANIES AND THEIR OFFICERS, MANAGERS, MEMBERS, RIDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND TANDEM MOBILITY’S AFFILIATES INCLUDING PARENT COMPANY, MOVATIC, INC.), ANY OF PARENT COMPANY’S STOCKHOLDERS, OFFICERS OR DIRECTORS, FROM ANY CLAIMS, DAMAGES, LIABILITIES, RIGHTS AND CAUSES OF ACTION ARISING IN CONNECTION WITH OR RESULTING FROM THE RIDER'S USE OF THE SERVICES AND (C) AGREES THAT THE RIDER, THE RIDER'S FAMILY RIDERS AND THE RIDER'S SUCCESSORS, ASSIGNS, HEIRS AND LEGAL REPRESENTATIVES WILL NOT MAKE ANY CLAIM AGAINST TANDEM MOBILITY AND ITS AFFILIATED COMPANIES AND THEIR OFFICERS, DIRECTORS, STOCKHOLDERS, RIDERS, EMPLOYEES AGENTS AND REPRESENTATIVES WITH RESPECT TO THE CLAIMS, DAMAGES, LIABILITIES, RIGHTS AND CAUSES OF ACTION THE RIDER IS RELEASING AND WAIVING HEREIN. THE RIDER HEREBY REPRESENTS AND WARRANTS THAT THE RIDER HAS READ THIS CONTRACT AND FULLY UNDERSTANDS THAT BY ACCEPTING THIS CONTRACT, OR USING TANDEM MOBILITY'S SERVICES, THE RIDER IS GIVING UP LEGAL RIGHTS AND/OR REMEDIES THAT MAY BE AVAILABLE TO THE RIDER. 9. Miscellaneous Provisions 9.1 By completing the registration forms and becoming a Tandem Mobility Rider, the Rider represents and warrants to Tandem Mobility that the Rider has received all explanations as the Rider may have reasonably requested concerning the content of this Contract, including all Schedules, and that the Rider has carefully 15 Bodman_17042305_2 reviewed and understands the Rider's commitments and obligations hereunder. The Rider also represents that the Rider has reviewed and understands the Tandem Mobility Privacy Policy (and the privacy policy of Tandem Mobility’s third party application provider(s)) and acknowledges that any information shared by, or collected from or about, the Rider may be used by Tandem Mobility in accordance with the terms of the Privacy Policy as it may be amended from time to time. 9.2The rights granted to the Rider under this Contract are not assignable or transferable, in whole or in part. Any attempt to transfer this Contract without the written consent of Tandem Mobility shall be void and of no force and effect. Tandem Mobility may assign this Contract to an affiliate or to another entity in connection with a corporate transaction or otherwise. 9.3 No delay or omission by Tandem Mobility to exercise any right or power occurring upon any noncompliance or default by the Rider with respect to any of the terms of this Contract shall impair any such right or power or be construed to be a waiver thereof. Any waiver by Tandem Mobility of any covenant, condition, or agreement to be performed by the Rider shall not be deemed to be awaiver of any prior or subsequent breach of the same, or of any other covenant, condition, or agreement hereunder. Unless stated otherwise, all remedies provided for in this Contract shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise. 9.4If any term, provision, covenant or condition of this Contract is held invalid or unenforceable for any reason, the remainder of the provisions will continue in full force and effect as if this Contract had been executed with the invalid portion eliminated. The parties further agree to substitute for the invalid provision a valid provision that most closely approximates the intent and economic effect of the invalid provision. 9.5This Contract is governed by the laws in force in the State of Michigan and shall be interpreted according to the internal laws of such State, without reference to its conflicts of laws or choice of law rules. All disputes hereunder shall be resolved solely in the applicable federal courts of the Western District of Michigan or the state courts in Grand Rapids, Michigan. The parties hereby consent to the exclusive jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available. 9.6 Any notices or communication required or permitted to be given to the Rider shall be in writing and shall be sufficiently given if delivered by email or mailed to the Rider at the email or postage address provided to Tandem Mobility in the Rider's completed registration or as updated by the Rider and on file with Tandem Mobility. Any notices or communication required or permitted to be given to Tandem Mobility shall be in writing and shall be sufficiently given if delivered via email or mailed as follows: Tandem Mobility, Inc. 10299 Grand River Rd Ste I #16 Brighton, MI 48116 Email: support@tandemmobility.com Any notice delivered via email shall be deemed to have been received on the first business day after which it was sent, unless the sending party is notified that the email address is invalid. Any notice sent by letter shall be deemed to have been received on the fourth business day after it was posted. 10. Rules of Bike Use A user may not lend, rent or assign his or her bike or lock key, which is the property of Tandem Mobility, or use the same for purposes which are contrary to the provisions hereof. A user is expressly forbidden from allowing 16 Bodman_17042305_2 any third party to use the bicycle, which is the property of the Tandem Mobility, in any way whatsoever, whether free of charge or not. 10.2 The use of a Tandem Mobility bike under the following conditions is prohibited a. any speed race or competition b. for the primary business purpose of transporting people or operating a taxi service; c. by any person who is under the influence of (i) alcohol or (ii) any drug or medication under the effects of which the operation of a bicycle is prohibited or not recommended d. in the carrying out of any crime or for any other illegal activity or purpose; e. in an imprudent, negligent, or abusive manner or any other abnormal use of abike; f. by any person who has provided Tandem Mobility with false information or whose representations are determined to be false (including, without limitation, regarding his/her name, age, or address); g. outside of the designated hours of operations The foregoing examples are not intended to be exhaustive. Any unreasonable or inappropriate use of a Tandem Mobility bike, as determined by Tandem Mobility in its sole discretion, may be deemed a violation of these Rules. Without limiting the foregoing, Riders must always use Tandem Mobility bike in accordance with all applicable laws and regulations. Tandem Mobility may report to the authorities any use of aTandem Mobility bike or other activities that are in violation of law. Tandem Mobility may immediately suspend or terminate the use of its Services or products by any Rider for a violation of any of these Rules. Upon suspension or termination, any existing reservations for the Rider may be canceled by Tandem Mobility at its sole discretion. In addition, Riders will be responsible for any and all costs, charges, fees and expenses incurred by Tandem Mobility as a result of a breach of any of these Rules. 11. Reserving a Tandem Mobility Bike 11.1 The minimum period for which a Tandem Mobility bike may be rented is defined by the minimum set with the system of rental. If the Tandem Mobility bike is available, a rental may be extended in one hour increments thereafter as provided in Section 11.2 below. Use of a bike for aperiod of longer than designated rental period may be authorized at Tandem Mobility’s discretion and must be arranged with a Tandem Mobility representative. 11.2Extending and Ending Rentals If you wish to extend arental, you may do so only if (i) the bike is available for use for the extension period (for example, some location have restricted hours of use and require that the bikes are returned prior to the building being locked), (ii) the request to extend is completed prior to the scheduled expiration time of your existing reservation and (iii) you have sufficient credit/funds available on the credit/debit card used to make the reservation to pay for the extension. You must pick up the selected bike at its designated Tandem Mobility bike rack and return it secured and in good working order, to the correct and designated Tandem Mobility bike rack by no later than the end time of your 17 Bodman_17042305_2 reservation. At the end of your rental period you are required to text the word “end” and the bike number to Tandem Mobility. Users who fail to notify Tandem Mobility of the end of their rental could be subject to additional fees pursuant to the terms of Tandem Mobility’sthird party application provider’s policies and/or the applicable Tandem Mobility customer’s pricing requirements. 12. RESPONSIBILITIES AND RECOMMENDATIONS The Rider is responsible, prior to using the bicycle, to perform a simple check of the principal visible functional components thereof, including (without limitation) to ensure that: i) the seat, pedals and basket are properly attached; ii) the bell, brakes and any lighting, if any, are functioning properly; and iii) the frame and tires are generally in good working condition. Or any other condition that may render the bicycle unsafe to operate. The Rider is furthermore advised: i) to adjust braking distance in bad weather; ii) to adjust the height of the seat to the Rider's morphology; iii) to wear a suitable helmet and clothing; and iv) to respect the Highway Safety Code in force at the time the Rider is making use of the Service (e.g.: observing traffic lights and signs, using hand signals and refraining from riding on the sidewalk, etc.). If Tandem Mobility is not notified of a problem at the start of a rental, you will be deemed to be responsible for any problem with the bike discovered or reported after your rental. Failure to report damage may also result in the suspension or termination of your Tandem Mobility Ridership. The key, key fob or other locking device to the bike must be attached to the Tandem Mobility bike and/or be returned to its designated position within the lockbox at the conclusion of the rental. The bike must be locked using your designated pin code and the lock provided) at all times when it is not in use during your rental. You must advise Tandem Mobility immediately if you fail to leave the key/fob/locking device attached to the bike and secured in the locked lockbox. You will be charged the hourly rate for the bike until the key/fob/starting device is returned and you will remain responsible for the bike during such period. You may also be charged a fee to replace any of the items missing from the bike. Stolen bikes must be immediately reported. 13. Incidents. 31.1 In case of an incident involving property damage or any third party, the Rider must fill out an official police report form, and, if possible, provide ajointly agreed-upon statement, complete Tandem Mobility’s incident report form, and obtain the following information: 18 Bodman_17042305_2 a.Date, time, and place of incident; b.The license plate numbers of any other vehicles involved, their make and year, their identification number serial number), and the insurance certificate's number (with name, address and phone number of the insurance agent); c.The names, addresses, and driver's license numbers of the persons involved in the incident; d.The name, address, and driver's license number of the owner of the car (if he or she is not the driver); e.The name, addresses, and phone number of witnesses, passengers, and any other involved persons; f.Circumstances of the incident; and g.A police report is required regardless of liability or fault. 13.2 Investigation and procedure. Riders must provide to Tandem Mobility and any other claims adjustment service the findings of any report or any notice relating to a claim or a lawsuit against Tandem Mobility regarding any incident involving a Tandem Mobility bike. Riders agree to cooperate fully with Tandem Mobility in the investigation and defense of any such claim or lawsuit. A Rider's account will be suspended until the investigation has been concluded. If the bike is not returned to the designated return location specified by Tandem Mobility (of through the application the Rider uses to obtain the bike) within twenty four (24) hours of the time the bike is first checked out by Rider, the Rider will be immediately charged for the price of a new bike based on Tandem Mobility’s cost to procure a reasonably comparable replacement. 19 Bodman_17042305_2 Appendix B Sponsorship Agreement This Sponsorship Agreement (“Sponsorship Agreement”) is made effective as of _________ __, 2020 (the Effective Date”) by and between __________ (“Sponsor”), Tandem Mobility, LLC, (“Tandem”), and City situated at the address listed inthe Order Form (“City”) in connection with that certain Master Services Agreement, including all schedules, exhibits and attachments thereto (the “Agreement”), by and between City, and Tandem. Defined terms used herein shall have the meanings set forth in the Agreement. Purpose: Sponsor to contribute sponsorship funds to City to help pay for Tandem Services. The number of Tandem Bicycles City receives at each location specified on the below listed Order Form and/or Expansion Order Form will be pro rata based on the Sponsorship Amount. Order Form: _________________________ Expansion Order Form: ________________ Sponsorship Amount: Sponsor agrees to pay ___________________ ($_______) (“Sponsorship Amount”) to Tandem to help City pay for Tandem Services. ____________ shall be used to pay for the Product and One Time Fees and shall be used to pay for the Service Lines Fees. Terms: Sponsor understands and agrees that Sponsor’sSponsorship Amount will be used to pay for Product and One Time Fees and/or Service Lines Fees which total fee amounts can be found on City’sOrder Form(s) and/or Expansion Order Form(s) listed above. Tandem Mobility, LLC Sponsor: By: By: Printed Name:_______________________________ Printed Name: Title:______________________________________ Title: Date ______________ __, 2020 Date: ______________ __, 2020 City:City of Carmel, Indiana by and through its Board of Public Works and Safety By: Printed Name: James Brainard, Presiding Officer Date: November __, 2020 By: Printed Name: Mary Ann Burke, Member Date: November __, 2020 By: Printed Name: Lori S. Watson, Member Date: November __, 2020 ATTEST: SueWolfgang, Clerk Date: November __, 2020 21 Bodman_17042305_2 CzKpoPcfsmboefsbu3;14qn-Kbo38-31321 2 3 4 5 6 7 AGREEMENT 8 Between 9 CITYOF CARMEL 10 And 11 CARMEL PROFESSIONAL FIRE FIGHTERS 12 INTERNATIONAL ASSOCIATION OFFIREFIGHTERS LOCAL 4444 13 14 Effective 30days fromandafter thedate onwhichitisapprovedby theCommon 15 Council andthereafter continuing through December 31, 2022 16 17 18 19 20 21 22 23 24 1 25 26 Table of Contents 27 AGREEMENT ......................................................................................................................................... 4 28 Article I – Period of Agreement................................................................................................................... 4 29 Section 1 – Duration ..................................................................................................................4 30 Section 2 – Separability .............................................................................................................4 31 Section 3 – Minimums Only .......................................................................................................4 32 Section 4 – Uniformity ...............................................................................................................4 33 Article II – Recognition ................................................................................................................................ 5 34 Article III – Union and City Rights and Obligations .................................................................................... 5 35 Section 1 – Union Rights ............................................................................................................5 36 Section 2 – City Rights ...............................................................................................................6 37 Section 3 – Strikes and Lockouts ...............................................................................................6 38 Article IV – Miscellaneous ........................................................................................................................... 7 39 Section 1 – Safety .......................................................................................................................7 40 Section 2 – Minimum Staffing ...................................................................................................8 41 Section 3 – Overtime..................................................................................................................8 42 Section 4 – Call-back Definition.................................................................................................8 43 Section 5 – Fitness Facility .........................................................................................................8 44 Section 6 – Bid System ...............................................................................................................8 45 Section 7 –Work Performance Evaluation.................................................................................9 46 Section 8 – Promotions ..............................................................................................................9 47 Article V – Terms and Conditions of Agreement......................................................................................... 9 48 Section 1 – Funding ...................................................................................................................9 49 Article VI – Compensation ........................................................................................................................... 9 50 Section 1 – Cost of Living Adjustments .....................................................................................9 51 Section 2 – Specialty Pay / Ride-Out pay ................................................................................. 10 52 Section 4 – Longevity Pay ........................................................................................................ 11 53 Section 5 – Pension Contribution ............................................................................................. 11 54 Section 6 – Holiday Pay ........................................................................................................... 12 55 Section 7 – Master Firefighter Pay .......................................................................................... 12 2 56 Section 8 – Vacation Buy-back ................................................................................................ 12 57 Section 9 – Sick Leave Incentive .............................................................................................. 12 58 Section 10 – Grade and Step .................................................................................................... 13 59 Article VII – Fringe Benefits ...................................................................................................................... 14 60 Section 1 – Retiree Health Insurance ....................................................................................... 14 61 Section 2 – Annual Physical ..................................................................................................... 15 62 Section 3 – Uniforms / Safety Gear .......................................................................................... 15 63 Section 4 – Catastrophic Medical Leave Bank ......................................................................... 15 64 Section 5 – Tuition Reimbursement ......................................................................................... 15 65 Section 6 – Dependent Care ..................................................................................................... 16 66 Section 8 – Retiree Health Insurance Placeholder Fee ............................................................ 16 67 Section 10 – Other Benefits ...................................................................................................... 17 68 COMMON COUNCIL AND BOARD OF PUBLIC WORKS & SAFETY .................................... 18 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 3 85 AGREEMENT 86 87 This agreement (“Agreement”) is entered into by and between the City of Carmel, Indiana (“City”), 88 represented by the Mayor of the City (“Mayor”), the City’s Board of Public Works and Safety (“Board”) 89 and the City’s Common Council (“Common Council”), and the Carmel Professional Firefighters – 90 International Association of Fire Fighters, Local 4444 (“Union”), represented by its Carmel President 91 and Secretary / Treasurer. This Agreement is not and shall not be construed as a collective bargaining 92 agreement for the purposes of federal or state labor laws or otherwise. 93 Article I – Period of Agreement 94 Section 1 – Duration 95 96 Upon its proper execution by all parties hereto, this Agreement shall take effect thirty (30) days from 97 and after the date on which it is approved by the Common Council, and shall thereafter remain in effect 98 until 11:59 p.m. on December 31, 2022. This Agreement shall remain in full force and effect unless 99 either party desiring to amend this agreement shall notify the other in writing. Notice of a request for 100 amendment shall specify the content of any and all proposed amendments. The parties agree to begin 101 good faith negotiations on a future agreement no later than July 2022. If a new agreement is not 102 executed before the end of this Agreement, then this Agreement shall remain in effect until a new 103 agreement is executed by the parties hereto. 104 105 Section 2 – Separability 106 107 In the event that any provisions of this agreement are found to be inconsistent with existing State or 108 Federal statutes or laws, the provisions of such statutes or laws shall prevail; and if any provision herein 109 is found to be invalid and unenforceable by a court or other authority having jurisdiction, then such 110 provision shall be considered void, but all other valid provisions shall remain in full force and effect. 111 The parties hereto agree to notify the other of any ruling in that regard. 112 113 Section 3 – Minimums Only 114 115 The terms of this Agreement are intended to cover only minimums in hours, working conditions and 116 other employee benefits. The City may implement or retain in effect superior wages, hours, working 117 conditions and other employee benefits. 118 119 Section 4 – Uniformity 120 121 Although the parties recognize that it is extremely difficult to compare different pay and work structures 122 so as to exact mathematical equivalencies, the City agrees that, as much as is reasonably possible, City 123 firefighters shall receive the equivalence in benefits and pay raises received by all City public safety 124 employees for pay compensation and fringe benefits. 4 125 Article II – Recognition 126 127 The City recognizes the Union as the exclusive recognized representative agent for members of the 128 Carmel Fire Department (“Department”) with the rank of Battalion Chief or below, so long as the Union 129 maintains the support of the majority of those firefighters. Members of the Department holding the rank 130 of Battalion Chief or below shall hereinafter be individually be referred to as “Employee” and 131 collectively referred to as “Employees,” and the group of Employees represented by the Union as their 132 exclusive representative shall hereinafter be collectively referred to as the “Representative Unit”. If the 133 City questions whether the Union has the support of the majority of the Employees in the Representative 134 Unit, it may review the City Controller’s records and/or certified records provided by the Union to 135 determine if the Union maintains the support of the majority of the Employees in the Department. If the 136 Union does not maintain the support of the majority of the Employees in the Department, the City shall 137 not recognize the Union as the exclusive representative of those Employees at the end of the calendar 138 year in which such majority support is lost. 139 Article III – Union and City Rights and Obligations 140 Section 1 – Union Rights 141 142 A.Payroll Deduction. Upon receipt of a voluntary, written, current, signed authorization in such 143 form as complies with the laws of the State of Indiana from an Employees covered by this 144 Agreement, the City shall deduct from each pay check of such Employee an amount representing 145 his/her Union dues as indicated in the current authorization form. The City shall remit such 146 monies, together with the appropriate records, to the Union or its designated official. The City 147 shall not be liable to the Union for any failure to make any such deductions. In the event of an 148 overcharge already remitted to the Union, it shall be the sole responsibility of the Union to adjust 149 the matter with the Employee. The Union shall indemnify the City and hold it harmless from 150 any or all claims or liabilities which arise under or pursuant to this paragraph. 151 152 B.Union use of City Property. The City shall allow Union meetings to be held in City buildings at 153 times agreed to by the Fire Chief (“Chief”). The Union will be responsible for the care and 154 security of the building during such meetings. The City will allow the Union to utilize electronic 155 bulletin boards, e-mail systems, Internet access and paging systems. 156 157 C.Non-Discrimination. Neither the City nor the Union shall make any regulation affecting the 158 right of any Employee or Employees to join, or refrain from joining, the Union or any other 159 lawful employee organization; provided that the City shall retain the full right to control its 160 employees’ actions, property and equipment during working hours and to control the use of the 161 City’s premises. 162 5 163 D.Voting. Union and members of the Union shall be allowed use of the fire stations to hold 164 elections for the Union and its’ representatives. 165 166 E.Union Time. Employees elected to represent the Union shall be granted time, not to exceed a 167 combined total of two thousand (2,000) hours annually (to be divided as needed) to perform, 168 without loss of pay, Union functions such as, but not limited to, attendance at meetings, 169 conventions, seminars and conferences. 170 171 F.Member Representation. When amember of the Union (“Member”)is interviewed, formally or 172 informally, regarding a matter that might lead to disciplinary action, if that Member requests a 173 Union representative, all questioning will cease for a reasonable period of time (not to exceed 24 174 hours) until a Union representative (selected by the Union) can be present. 175 Section 2 – City Rights 176 177 The Union agrees that it is the exclusive right of the City to: maintain order, discipline and efficiency in 178 the operations of the Department; hire, direct, transfer, promote, discharge or otherwise discipline 179 Employees in accord with law; operate and manage the work of the Department, and; allocate personnel 180 through the bid system, apparatus, fire stations and other resources in a manner the Chief believes is 181 reasonable and in the best interest of public safety personnel. 182 Section 3 – Strikes and Lockouts 183 184 As the service performed by the Employees covered by this Agreement are essential to the 185 administration of the Department and to the welfare of the public dependent thereon, neither the Union 186 nor any member of the Representative Unit covered by this Agreement shall initiate, authorize, sanction, 187 encourage, support or engage in any strike, slow-down, concerted job action, work stoppage, “sick-out”, 188 or cease the continuous performance of their duties. The City agrees that no lock out shall take place 189 during the term of this Agreement. 190 The Union acknowledges that any conduct that violates this Section threatens irreparable harm to the 191 public. The Union shall not be held liable under this Agreement for the unauthorized activity of the 192 Employees in violation of this Section, and agree to immediately make a vigorous, bona fide and 193 continued effort to end all such activities in the event of a documented violation of this Section, 194 including written notification to each offending Employee that his/her activity is unprotected and is not 195 authorized, supported, or ratified by the Union. 196 Section 4 – Dispute Resolution 197 198 The Union and the City agree to work together in good faith to resolve labor/management issues. The 199 Union agrees to encourage its members to follow all Department rules, policies, and procedures and to 200 strive to improve their skills to ever higher levels, and the City agrees to enforce its rules in a fair and 6 201 impartial manner. Both the Union and the City agree to attempt to resolve issues subject to this 202 Agreement informally or through Alternative Dispute Resolution (ADR) before commencing or 203 sponsoring legal action against the other. 204 Article IV – Miscellaneous 205 Section 1 – Safety 206 207 a.The Department shall maintain and keep in effect through the term of this Agreement, a Safety 208 Committee for reviewing departmental accidents, injuries, job-related safety complaints, 209 protective gear and equipment issues, or any other safety-related areas. The Safety Committee 210 shall make recommendations to the Chief concerning safety issues. The Safety Committee shall 211 be compromised of up to eleven (11) firefighters representing the following division areas: 212 The ex officio members of the Safety Committee shall be the three (3) officers who occupy the 213 position of A, B, and C Shift Battalion Executive Officer; the three (3) merit officers who occupy 214 the position of A, B, and C Shift Safety Training Officer (STO); and the one (1) staff officer who 215 holds the position of Department Safety Officer. 216 The other members of the Safety Committee shall be selected as follows: 217 The Union will select: 218 (1)Firefighter 219 (1)Engineer 220 The Chief or his/her designee will select: 221 (1)Captain or Lieutenant 222 (1)Chief Officer 223 224 The Chief or his/her designee and/or the Safety Committee may call upon additional personnel 225 (e.g., civilian staff, maintenance personnel, etc.) if it is believed that the expertise of such 226 persons may be of benefit to the Safety Committee. Requests for meetings involving the Safety 227 Committee shall be initiated by the Chief or the Safety Committee Chairperson, who shall be 228 appointed by the Chief. The Chairperson shall prepare an agenda of items to be discussed by the 229 Safety Committee and shall establish and communicate a date and place certain for such 230 meeting. 231 232 b.The Department and its Employees covered by this Agreement shall comply with applicable 233 Federal, State and Local laws and Department policies concerning safety and health. The 234 Department shall make reasonable provisions for the safety and health of its Employees during 235 their hours of employment in compliance with applicable laws. In this regard, the Union and 7 236 Employees realize that they have joint responsibility to cooperate in maintaining safe practices in 237 the Department. In addition, it is the responsibility of each Employee to operate vehicles, 238 machinery and equipment in asafe manner. 239 240 c.The Department may summarily discipline or prohibit an Employee from acting or operating in 241 an unsafe manner. However, no reduction in rank, grade or pay will be made without following 242 the appropriate disciplinary policies of the Department and Indiana law. 243 244 d.All accidents, regardless of their severity, must be immediately reported to an Employee’s 245 supervisor for review in accordance with Department policies and procedures. 246 Section 2 – Minimum Staffing 247 248 The City will “call back” Employees or mark apparatus out of service if staffing falls below four (4) 249 Employees on a fire engine, or five (5) Employees on a ladder truck and two (2) Employees on an 250 ambulance. This minimum staffing requirement may be suspended in the event of an emergency as 251 determined by the Chief, in his/her sole discretion, after consultation with the Union President or the 252 highest ranking available Union officer. Furthermore, the current “8-hour rule” remains in effect, 253 allowing staffing to fall below four (4) Employees on a fire engine and five (5) Employees on a ladder 254 truck and two (2) Employees on an ambulance, so long as that vacancy is not for eight (8) or more 255 hours. 256 Section 3 – Overtime 257 258 A “call back” shall be voluntary unless an emergency is declared by the Chief or the Mayor and may 259 include alteration of the normal work schedule. “Call back” time shall be paid at a rate of time and one- 260 half of the Employee’s regular hourly rate. 261 Section 4 – Call-back Definition 262 263 As used in this Article, “call-back” means requesting or requiring an Employee to work hours in 264 addition to the Employee’sscheduled hours, and “off-duty” means the time other than an Employee’s 265 regularly scheduled working hours or vacation. 266 Section 5 – Fitness Facility 267 The Department shall provide facilities and equipment to allow employees to maintain physical fitness 268 at each fire station. Decisions related to the location of the fitness facilities, as well as the type of and 269 replacement of fitness equipment, are within the sole discretion of the Chief. 270 Section 6 – Bid System 271 272 Carmel Fire Department Rules and Regulations 7.28 will govern the Department bid process, which 273 shall remain in effect throughout the term of this Agreement. 8 274 Section 7 –Work Performance Evaluation 275 276 The Carmel Fire Department Work Performance Evaluation (“WPE”) measures an individual’sability to 277 physically perform the essential functions required to execute the duties of a firefighter. The Department 278 has established a minimum level of acceptable performance that protects the safety of the firefighter and 279 provides a measure of an individual’s physical ability to perform the essential, job specific, functions 280 required to effectively execute the duties of a firefighter. WPE shall be Department policy as determined 281 by the labor- management process. 282 Section 8 – Promotions 283 284 The Department’s officer structure shall consist of thirteen (13) Captains and fourteen (14) Lieutenants. 285 In addition to these positions, each shift will have three (3) float Lieutenants. The total number of merit 286 officers will be thirty-six (36); or, one (1) Captain and two (2) Lieutenants per apparatus. The Battalion 287 Chief and Executive Officer position will be staffed by merit Lieutenants and/or Captains. 288 Whenever the number of Operations Section officers on shift falls below thirty-six (36), promotions 289 shall take place within 45 days of initial vacancy. If more than 45 days are needed to promote, as 290 determined by the Chief, consultation between the Union President and the Chief shall take place a 291 minimum of ten (10) days prior to the expiration of this 45-day period, through the labor-management 292 process. Both parties must agree to atimeline that exceeds this 45-day period. 293 Article V – Terms and Conditions of Agreement 294 Section 1 – Funding 295 296 The parties agree that, if the Common Council fails or refuses to fully fund this Agreement under 297 circumstances wherein full funding would not adversely affect a vital governmental function of the City, 298 all financial provisions of this Agreement shall become null and void to the extent they are not funded, 299 and that they will return to the negotiations process to negotiate Agreement terms that are consistent 300 with the level of funding approved by the Common Council. 301 Article VI – Compensation 302 303 Section 1 -- Cost of Living Adjustments 304 305 For salary increase for 2021 and 2022, Employees covered by this agreement shall receive an increase to 306 their base salary of zero percent (0%) in 2021 and one percent (1%) in 2022. The parties hereto agree that 307 should the Consumer Price Index for all Midwestern Wage Earners (“CPI-W”) independent of seasonal 308 adjustment, as reported by the Bureau of Labor Statistics of the United States Department of Labor for the 309 previous calendar year fluctuate plus or minus 2% from the zero percent (0%) in 2021 and one percent 9 310 (1%) in 2022 COLA provided for by this Article, they shall return to the negotiation process to consider 311 a more appropriate COLA 312 The City agrees to promptly consult with the Union, upon request, regarding changes made to an 313 Employee’s working conditions and/or standards. However, subject to Article VI of this Agreement, the 314 salary, bonus, vacation and sick leave benefits in effect for Employees pursuant to this Agreementshall 315 not be reduced without the mutual consent of the City and the Union. 316 Section 2 -- Specialty Pay 317 318 Each Employee shall be entitled to receive no more than two (2) types of specialty pay at any given time. 319 An Employee shall receive the highest specialty pay for which he/she is eligible and pay for one additional 320 specialty. All specialty pay shall cease when an Employee no longer performs the duties associated with 321 the pay or no longer meets the qualifications for such pay, whether the change results from the 322 decision/action of the City or the Employee. 323 Annual Specialty Pay for Employees covered under this Agreement shall be as follows: 324 Paramedic 10% of First-Class Firefighter Salary 325 Mechanic $2000.00 326 Shift Investigator $2000.00 327 Hazardous Materials $2000.00 328 Foreign Language $2000.00 329 Public Information Officer (“PIO”) $3500.00 330 Special Duty Pay $2000.00 331 Station Captain $1500.00 332 Engineer $2500.00 333 Rescue Technician $2000.00 334 An Employee who demonstrates a specified level of fluency in an approved foreign language shall 335 receive Foreign Language Specialty Pay in addition to all other forms of compensation. All such 336 pay must be approved by the Chief and the City’s Director of Human Resources. To continue 337 receiving this compensation, the Employee is required to maintain fluency, and may be 338 periodically re-tested to ensure compliance. 339 340 The PIO shall be appointed by the Chief and is subject to change at his/her discretion. 341 342 • Special duty pay is for Employees who take on long term responsibilities/projects/ assignments 343 designated by the Chief. 10 344 Hazardous Material Technicians shall be paid specialty pay regardless of station assignment. 345 346 Station Captain is one (1) Captain per station, total of six (6) positions. Station Captain shall be 347 selected by the Chief. 348 349 The following specialty pays shall be paid in addition to up to two (2) of theother forms of annual 350 specialty compensation listed in Section 2 above: 351 352 PIO 353 Special Duty Pay 354 Station Captain 355 Engineer 356 357 Section 3 -- Ride Out Pay 358 1. An Employee shall be entitled an additional $2.00 per hour for each hour he/she is assigned to an 359 ambulance, in addition to all other forms of compensation. 360 2. An officer who fills in for a Battalion Chief shall receive $3.00 per hour ride out pay. 361 3. A firefighter who fills in for an Engineer, Lieutenant or Captain shall receive $2.00 per hour ride out 362 pay, in addition to all other forms of compensation. 363 364 4. Officers filling in for other officers (except for a Battalion Chief) are not eligible for ride out pay. 365 Section 4 -- Longevity Pay 366 367 Sworn firefighters shall receive longevity pay at the rate of Two Hundred and Fifty Dollars ($250.00) per 368 year of service for years 1-10 and Three Hundred and Ten Dollars ($310.00) per year of service for years 369 11-25. Longevity shall be capped at twenty-five (25) years of service or ($7,150.00), in addition to all 370 other forms of compensation. 371 Section 5 -- Pension Contribution 372 373 The City shall maintain membership in the 1977 Fund and shall require members of the Department to 374 meet the eligibility requirements for the Fund. The City shall pay twenty-one percent (21%) of the 375 established Master Firefighter salary for each member of the Department participating in the 1977 Fund. 376 In the event that state actuary reports lower the twenty-one percent (21%) obligation levied upon the City 377 in any fiscal year, that amount shall be reflected as a credit toward the six percent (6.0%) obligation levied 378 upon the members of the Department. 379 380 11 381 Section 6 -- Holiday Pay 382 383 Each Employee who is required to report to work on a declared holiday, whether on a scheduled or an 384 unscheduled basis, shall receive Fifteen Dollars ($15.00) per hour premium pay for each hour actually 385 worked on said holiday. Such premium pay shall be calculated to the nearest quarter hour. 386 Section 7 -- Master Firefighter Pay 387 388 A firefighter shall not become a First Class/Master Firefighter until he/she has served 10 years. The First 389 Class/Master Firefighter salary, as designated in the City’s annual salary ordinance, shall be certified to 390 the state for pension reporting purposes. A First Class/Master Firefighter is eligible to receive specialty 391 pay and other hourly pay differentials. 392 Section 8 -- Vacation Buy-back 393 394 Employees may submit up to one third (1/3) of their unused annually accrued vacation time. The City may 395 buy back such vacation time and, if it does so, shall buy back each hour of vacation time at the Employee’s 396 hourly rate. Employees must submit their hours (in no less than twenty-four (24) hours increments for 397 Sworn Shift personnel and in no less than 7.5 hour increments for Sworn Staff personnel to the Department 398 on the first Monday of the last pay period of the calendar year. Payment for any submitted vacation time 399 (if approved) shall be rendered by the City before the last day in February of the following year. 400 Sworn Shift Personnel: 401 1 – 5 years Maximum of 2full shifts eligible for submission (48.0 hours) 402 6 – 12 years Maximum of 3full shifts eligible for submission (72.0 hours) 403 13 or more years Maximum of 4full shifts eligible for submission (96.0 hours) 404 Sworn Staff Personnel: 405 1 – 5 years Maximum of 3full shifts eligible for submission (22.5 hours) 406 6 – 12 years Maximum of 5full shifts eligible for submission (37.5 hours) 407 13 or more years Maximum of 6full shifts eligible for submission (45.0 hours) 408 Any Employee who has been suspended from the Department for disciplinary purposes or any Employee 409 having used five (5) or more sick days in a calendar year will be disqualified from this benefit, as permitted 410 by law. 411 Section 9 -- Sick Leave Incentive 412 413 Employees may be eligible for sick leave incentive pay, which is based on the amount of sick leave used 414 in a calendar year as follows: 415 None 24 hours 12 416 Equivalent of one (1) shift (or any portion thereof) 20 hours 417 Equivalent of two (2) shifts (or one shift plus any portion of a second) 12 hours 418 Equivalent of three (3) shifts (or two shifts plus any portion of a third) 8 hours 419 Equivalent of four (4) shifts (or three shifts plus any portion of a fourth) 4 hours 420 The hourly rate of pay for each eligible Employee, for the purposes of this pay incentive only, shall be 421 calculated as follows: \[bi-weekly base pay plus (+) longevity\]/80 hours. All sick leave used by an 422 Employee in the course of the calendar year, except leave for injuries incurred on duty or in the line of 423 duty, or as otherwise required by applicable law, shall be counted toward the incentive pay calculation for 424 that year, regardless of the reason for the leave or the status of the leave. 425 Sick leave incentive pay may be paid out each year in February for the prior calendar year at the eligible 426 Employee’s current rate of pay. An Employee must be employed by the Department for an entire calendar 427 year, and must be employed by the City at the time of the payout, in order to be eligible for incentive pay 428 for that calendar year. 429 Section 10 -- Grade and Step 430 431 Definitions: 432 GRADE—pay category to which a City position is assigned; each position is placed within a hierarchy of 433 Grades (see attached matrix), based on the knowledge, skills, abilities and responsibility required by the 434 position. 435 STEP—established point between the Range Minimum and Range Maximum of a Grade; each Grade has 436 six (6) equidistant Steps, which are adjusted annually. 437 MARKET—municipalities and other employer organizations selected by the City as the basis for salary 438 comparisons. 439 RANGE MINIMUM—lowest pay rate (Step 1) for a City position in a particular Grade; generally, the 440 rate at which a new City employee will be paid. 441 RANGE MAXIMUM—highest pay rate for aCity position in a particular Grade; generally, the rate at 442 which an employee with five (5) or more years of experience in a particular job will be paid. 443 STEP INCREASE—annual pay adjustment based on an additional year of service and the increased 444 knowledge, skill and ability that the year of service represents; employees in Steps one (1) through five 445 (5) will generally move to the next higher Step on January 1 of each year. 446 PROMOTION—change of positions that results in a higher Grade. 13 447 RE-EVALUATION—review of a position’s assigned Grade brought about by an increase (or decrease) 448 in knowledge, skill, ability and responsibility requirements; a Re-evaluation, performed by the City’s 449 independent consultant, which may result in a higher Grade, a lower Grade or no change in Grade. 450 1.New Employees shall be hired at Step 1 for their assigned Grade. All requests for exceptions must be 451 put in writing by the Chief and approved by the Director of Human Resources. 452 453 2.Step Increases will be given in January only; increases are to be given the rest of the year only as the 454 result of aPromotion or a job Re-Evaluation by the City’sindependent consultant. All such increases 455 must place the Employee at aspecific Step in the appropriate Grade. 456 457 3.An Employee will not receive a Step Increase in January unless he/she was hired prior to October 1 458 of the previous year. Employees hired between October 1 and December 31 will receive a Cost of 459 Living Increase but no Step Increase. 460 461 4.Step Increases will be granted automatically to employees at Step 5 or below, but may be contingent 462 upon meeting certain pre-established criteria, such as education and certification requirements. 463 Employees subject to such requirements shall be made aware by their existence immediately upon 464 inception of the requirements, or acceptance of a job that carries such requirements. 465 466 5.Every Employee will move up one Step each year without skipping intermediate Steps. Public Safety 467 employees hired on or after January 1, 1999 will receive annual raises in January based on consecutive 468 Steps 469 470 6.No employee’s salary will be allowed to exceed the Range Maximum (Step 6) for his/her Grade, 471 unless his/ her salary was already above Step 6 on January 1, 1999. 472 7.An Employee whose pay is adjusted due to aPromotion will be placed in a Step that will ensure an 473 appropriate pay increase, such Step to be recommended by the Chief and approved by the City’s 474 Director of Human Resources. 475 Article VII – Fringe Benefits 476 Section 1 – Retiree Health Insurance 477 478 A.The City shall contribute fifty percent (50%) of the monthly employee-spouse premium for retirees 479 who have twenty (20) years of active service with the City, plus an additional one percent (1%) 480 for each additional six (6) months of service, up to a maximum of seventy-five percent (75%) of 481 the employee-spouse (or 75% of the employee-only premium if the employee is unmarried or the 482 spouse is not covered by the City plan), provided that the City’s insurance premium contribution 483 shall not exceed Nine Hundred Dollars ($900.00) per month or ($10,800.00) Ten Thousand Eight 484 Hundred Dollars per year. 485 486 B.Coverage for other eligible dependents may be continued at the retiree’s expense. 487 14 488 C.The City’s insurance premium contribution cap shall be evaluated each year to keep pace with 489 current health insurance costs. 490 491 D.For an Employee who dies in the line of duty, the City shall contribute 100% of the monthly spouse 492 and dependent (if applicable) medical and dental premiums. 493 494 E.For an Employee who is disabled, the City shall contribute to a disabled employee’s insurance 495 premium according to the formula found in City Code Section 2-42. 496 497 F.Retiree Health Insurance will only be available to employees hired prior to October 3, 2016. 498 Section 2 – Annual Physical 499 500 The City shall continue its practice of providing annual physicals to each Employee at no cost to the 501 Employee made available through a mutually agreeable facility. No changes to the make-up of this 502 physical shall be made without 30 days prior notice to the Union. In the event that changes to specific 503 test and/or components of the medical evaluation are needed, the City will meet with the Union to discuss 504 and receive the Union’s input prior to making any such changes. 505 Section 3 – Uniforms / Safety Gear 506 507 The Department shall issue all uniforms and safety gear through its Quartermaster system. 508 Section 4 – Catastrophic Medical Leave Bank 509 510 All firefighters’ unused sick days shall be credited to the Catastrophic Medical Leave Bank. A firefighter 511 who is unable to perform his/her own duties or to perform light duty assignments for an extended period 512 of time due to illness or injury is eligible for PERF disability benefits, which are less than the firefighter’s 513 active duty pay. Under 35 IAC 2-5-1, the City is not allowed to supplement PERF disability payments. In 514 order to avoid penalizing a firefighter financially during the period of recuperation, the Catastrophic 515 Medical Leave Bank shall allow eligible firefighters to receive up to one hundred twenty (120) calendar 516 days of full pay after sick leave and vacation benefits are exhausted and before PERF disability benefits 517 commence (two hundred forty (240) calendar days for injuries or illnesses incurred in the line of duty), as 518 permitted by law. 519 Section 5 – Tuition Reimbursement 520 521 The City sponsors a tuition reimbursement program subject to Carmel City Code 2-58, as amended, for 522 full-time City employees who are so employed both on the year prior to the beginning of the course for 523 which tuition reimbursement is requested and at the time the final request for reimbursement is made. 524 To be eligible for tuition reimbursement the employee cannot have been subject to disciplinary 525 probation, demotion, or suspension within the 90 calendar days immediately prior to the beginning date 526 of the course for which tuition reimbursement is requested. Refer to Carmel Fire Department Rules and 527 Regulations 4.16 TUITION REIMBURSEMENTS. 15 528 Section 6 – Dependent Care 529 530 The City agrees to allow Employees to utilize up to 2 days (48 hours) of their sick time annually for the 531 unexpected care and treatment of a dependent. The Employee may utilize this time in increments of four 532 (4), six (6), or seven and one half (7.5) hours. The City agrees to treat this benefit in the same manner as 533 an Employee sick day. This does not increase the amount of total sick time afforded to an Employee. 534 Section 7 - Tactical Athlete Sports Performance Program 535 The City shall continue its practice of providing a tactical athlete performance program to each 536 Employee at no cost to the Employee at a mutually agreeable facility. No changes to the make-up of 537 this tactical athlete performance program shall be made without 30 days prior notice to the Union. In 538 the event that changes to the program or components of the tactical athlete performance program are 539 deemed necessary by the City, the City will meet with the Union to discuss and receive input on the 540 proposed changes prior to their implementation by the City. 541 Section 8 – Retiree Health Insurance Placeholder Fee 542 543 Effective January 1, 2019, the City of Carmel will allow retired firefighters with at least 20 years of full- 544 time service to the City to drop the City’s health plan when they retire, or any time they become eligible 545 for other coverage, then rejoin the City’s health plan at alater date. Retired firefighters who are not 546 enrolled in the plan when they retire are also eligible for this program. All retiree re-enrollments are 547 subject to the following requirements: 548 549 A. Eligible retirees and their dependents must maintain continuous coverage through another 550 employer-sponsored health insurance program or an individual ACA-compliant plan offered by a carrier 551 licensed by the State of Indiana or, if the retiree has moved out of Indiana, the retiree’s state of 552 residence. 553 554 B. Proof of coverage must be submitted at the time of re-enrollment to the City’s Department of 555 Human Resources. 556 557 C. The retiree must submit the required paperwork on atimely basis to retain the right of re- 558 enrollment. 559 560 D. Eligible retired firefighters can rejoin the plan under the following circumstances: 561 562 1. Any year during the open enrollment period. 563 2. Following a change in family status, provided application is made within 30 days of the 564 change. Such changes must be verified with appropriate documents. 565 566 E. Eligibility for the City’splan ends when the retiree or covered dependent qualifies for Medicare. 567 568 F. Eligible retired firefighters who fail to follow the foregoing rules shall forfeit their eligibility for re- 569 enrollment. 16 570 571 Section 9 – Additional Benefits 572 In addition to any other benefits set forth in this Agreement , Employees shall receive an additional 573 vacation day (24 hours) upon completion of 25 years of service, and the City shall contribute to their 574 employee health savings accounts in the following amounts: 575 Employee Only - From $600.00 to $800.00 576 Employee/Spouse - From $800.00 to $1,000.00 577 Employee/Child(ren) From $800.00 to $1,000.00 578 Employee/Family From $1,000.00 to $1,200.00 579 Section 10 – Other Benefits 580 581 The City shall not diminish any additional employee benefit included in its employee handbook but not 582 part of this Agreement. This obligation shall continue through Agreement termination and said 583 handbook is hereby included and made a part hereof by reference. 584 Section 11- Force Majeure 585 Neither party shall be liable for its failure to perform any of its obligations under this Agreement that 586 have become practicably impossible because of circumstances beyond the reasonable control of that 587 party. Such circumstances include, without limitation, natural disasters or acts of God; acts of terrorism; 588 government acts or orders; epidemics, pandemics; and, national, state, county, or City emergencies. 589 Written notice of a party’sfailure or inability to perform due to force majeure shall be given to the other 590 party within seven (7) business days from the date of the substantial commencement of the force 591 majeure event and shall describe the event (and is commencement date) therein with reasonable 592 certainty. The parties agree to meet and discuss proposed changes to each side’s performance 593 obligations under the Agreement necessitated by a force majeure event and shall utilize reasonable 594 efforts to come to terms on any amendment to the Agreement. Any amendments to the Agreement shall 595 be incorporated within the Agreement as if fully set forth herein and shall be in writing and signed by 596 both parties. 597 598 SO APPROVED AND ADOPTED. 599 600 601 602 603 604 605 606 607 17 608 CARMEL BOARD OF PUBLIC WORKS 609 AND SAFETY (“BOARD”) CARMEL PROFESSIONAL 610 FIREFIGHTERS, INTERNATIONAL 611 ASSOCIATION OF FIRE FIGHTERS LOCAL 612 4444 (“UNION”) 613 614 BY: BY: 615 616 James Brainard, Presiding Officer ___________________________, President 617 Date: Date: 618 619 620 Mary Ann Burke, Member _______________________, Vice-President 621 Date: Date: 622 623 624 Lori S. Watson, Member ___________________________, Treasurer 625 Date: Date: 626 627 628 ATTEST: 629 630 Sue Wolfgang, Clerk 631 632 633 COMMON COUNCIL FOR THE CITY OF CARMEL 634 ___________________________________ ____________________________________ 635 Miles Nelson Sue Finkam 636 ___________________________________ ____________________________________ 637 Timothy Hannon, Kevin Rider 638 ___________________________________ ____________________________________ 639 Anthony Green Laura Campbell President 640 ___________________________________ ____________________________________ 641 Bruce Kimball Jeff Worrell 642 643 ATTEST: 644 __________________________________ 645 Sue Wolfgang, Clerk 646 647 Presented by me to the Mayor of the City of Carmel this __ day of _________ 2020, at __ __ M. 648 ________________________________ 649 Sue Wolfgang, Clerk 650 651 Approved by me, Mayor of the City of Carmel this __day of ____________ 2020, at ____ __.M. 652 ______________________________________ 653 James Brainard, Mayor 18 CzKpoPcfsmboefsbu3;15qn-Kbo38-3132 1 2 3 4 5 6 7 Agreement Between 8 City ofCarmel 9 and 10 Fraternal Order ofPolice Lodge #185 11 12 Effective 30days from and after the dateon which itisapproved by the 13 Common Council and thereafter continuing through December 31, 2022 14 15 16 Page | 1 1 2 AGREEMENT 3 4Section 1 5This Agreement (“Agreement”) is entered into by and between the City of Carmel (“City”), represented 6by the Mayor of the City (“Mayor”), the City’s Board of Public Works and Safety (“Board”) and the 7City’s Common Council (“Common Council”), and the Fraternal Order of Police Lodge #185 (“FOP”) 8represented by the Wage and Benefits Committee (“Representative Unit”). This Agreement shall not be 9construed as a collective bargaining agreement for purposes of Federal or State labor laws or otherwise. 10Section 2 11The City recognizes the FOP as the exclusive representative agent for all sworn members of the Carmel 12Police Department (“Department”) with the merit rank of Lieutenant or below for the limited purpose of 13meeting and conferring with respect to salaries, wages, and other employee benefits so long as the FOP 14maintains the support of a majority of those police officers. Members of the Department holding the 15merit rank of Lieutenant or below shall be hereinafter be referred to as “Employee” or “Employees,” and 16the group of employees represented by the FOP as their exclusive representative shall be hereinafter 17collectively referred to as the “Representative Unit.” If the City questions whether the FOP has the 18support of the majority of the Employees in the Representative Unit, it may review the Clerk’s records 19and/or certified records provided by the FOP to determine if the FOP maintains the support of a majority 20of the Employees in the Department. If the FOP does not maintain the support of a majority of the 21Employees in the Department, the City shall not recognize the FOP as the exclusive representative of 22those Employees at the end of the calendar year in which such majority support is lost. 23 24Section 3 25If any provision of this Agreement is rendered or declared invalid by a court action or legislation, the 26remaining portions of this Agreement shall remain in full force and effect. 27 28Section 4 29The FOP and the City will begin negotiations, in good faith, on a future agreement before the termination 30of this Agreement. Page | 2 1Section 5 2Upon its proper execution by all parties hereto, and subject to Section 2 above, this Agreement shall take 3effect thirty (30) days from and after the date on which it is approved by the Common Council,and shall 4remain in effect until 11:59 p.m. on December 31, 2022. The FOP and the City shall begin negotiations, 5in good faith, on a future labor agreement no later than June 2022. This Agreement shall remain in full 6force and effect, unless either party desiring to amend this Agreement shall notify the other in writing. 7Notice of a request for amendment shall specify the content of any and all proposed amendments. If a 8new agreement is not executed before the end of this Agreement, then this Agreement shall remain in 9effect until a new agreement is executed by the parties hereto. 10Section 6 11 12The terms of this Agreement are intended to cover only minimums in hours, salaries, wages and certain 13other Employee benefits. The City may implement or retain in effect superior salaries, wages, hours and 14other Employee benefits. 15Section 7 16A.Dues Collection. Upon receipt of voluntary, written, signed and dated authorization form 17from Employees of the Representative Unit who are members of the FOP, the City shall 18deduct each month from the earnings of each said Employees an amount representing their 19regular, monthly dues for the preceding month and shall remit such monies, together with 20the appropriate records, to a designated FOP official. The City shall not be liable to the 21FOP for failure to make deductions or errors in deductions for dues. The FOP will 22indemnify the City and hold it harmless from any or all claims or liabilities which may 23arise under this paragraph. 24 25B.Bulletin Boards. The City shall furnish a suitable bulletin board in a convenient location to 26be used by the FOP, for the purpose of posting FOP notices and other FOP materials. The 27City reserves the right to remove inappropriate materials provided that the City provides 28notice to the FOP and the reason for such removal. 29 30C. Access to Roll Call. The FOP shall have limited access to attend roll call for the purpose 31of conveying FOP announcements to members of the Department after securing the Page | 3 1approval of the Police Chief (“Chief”) or his/her designee, which approval shall not be 2unreasonably withheld, and shall not be denied without due cause. 3 4Section 8 5 6A.There shall be a FOP Wage and Benefits Committee composed of five (5) members. A 7Wage and Benefits Committee Shall be convened prior to the expiration of the current 8Agreement. Three (3) members of the Wage and Benefits Committee shall be appointed 9by the Executive Board of the FOP and two (2) representatives appointed by the Chief. 10The Chief and Mayor, or their representatives, shall meet and confer not less than twice 11annually, for the purposes of discussing wage and benefit issues affecting Employees. 12Discussions at said meetings shall be limited to the subject matter included in the agenda 13submitted by the FOP to the Chief or by the Chief to the FOP at least seven (7) calendar 14days prior to the agreed upon meeting date. 15 16B. The City shall grant to the FOP and its members one thousand (1,000) hours total annually 17to be used to perform FOP duties such as, but not limited to, FOP conventions, 18conferences, and seminars. The FOP member requesting such time shall submit such 19request to the FOP President for approval, and then shall submit the appropriate form to 20his/her immediate supervisor for Department approval, which approval shall not be 21unreasonably withheld subject to the staffing and operations need of the Department as 22determined by the Chief. Such approval shall not be denied without due cause. 23 24Section 9 25 26A.The Chief shall maintain personnel files for all Employees. Employees shall be allowed to 27examine the contents of their own personnel file, in the Chief’s office, during regular City 28business hours and, upon request, may receive copies of the documents contained in their 29personnel files. 30 31B. Employees may not remove any document from their personnel file, but may challenge, in 32writing, any data believed to be inaccurate. The Chief shall direct an investigation of all Page | 4 1such challenges. If there exists any comment adverse to an Employee’s interest contained 2in his personnel file, the employee may file a written response to same with the Chief. 3With approval of the Chief, which approval shall not be unreasonably withheld, this 4response shall be attached to said adverse comments. It is understood and agreed that 5information retained by the Internal Affairs files shall not be included in an Employee’s 6personnel file or available for review and/or copying by such employee. Further, once an 7employee is scheduled for interrogation by the Department concerning an internal 8investigation, he or she will be informed of the nature of the complaint but not the name of 9the complainant. The Employee, upon request, shall be afforded the opportunity to consult 10with legal counsel prior to any Departmental interrogation, which consultation shall not be 11allowed to materially delay the timing of the interrogation. Before any interrogation that 12has the reasonable potential, based upon the facts and circumstances then known, to lead to 13criminal charges, the Department shall advise the Employee of his/her Garrity rights. The 14impact of an Internal Affairs investigation on the integrity of the Department and on 15employee morale necessitates a timely resolution to such issues. Therefore, the 16Department requires a thirty (30) day limit for completing an Internal Affairs investigation 17with status reports due every seven (7) days. There may be exceptions to the thirty-day 18limit, but extensions should only be granted for those cases in which extenuating 19circumstances exist. Employees who are subject to investigation by Internal Affairs shall 20be individually notified in writing of the disposition of said investigation within thirty (30) 21days of said final disposition. 22 23C.When a FOP member (“Member”) is interviewed, formally or informally, regarding a 24matter that might lead to disciplinary action, if that Member requests an FOP 25representative, all questioning will cease for a reasonable period of time (not to exceed 24 26hours) until an FOP representative (selected by the FOP) can be present. 27D.The parties hereto agree that ifchanges are sought to the extra duty or off duty 28employment policy, they shall meet and discuss the proposed changes and make a 29reasonable effort to reach a mutually agreeable solution. Page | 5 1Section 10 2The City shall make reasonable provisions for the safety and health of Employees during the hours of 3their employment. It shall maintain its equipment and facilities in safe operating condition in accordance 4with Federal, State, and local law. The City shall provide, at its expense, the equipment for special teams, 5as directed by the Chief. 6Section 11 7Although the parties recognize that it is difficult to compare different pay and work structures as to ensure 8exact mathematical equivalencies, the City agrees that, to the extent possible, to ensure that Employees 9receive the equivalent compensation in pay and benefits received by all City public safety employees. 10 11A. Base Pay. All 2021 base salaries shall be adjusted consistent with the salary survey 12conducted by the City in 2016. Salaries shall be as follows: 13Lieutenant $92,968 14Sergeant $83,118 15First Class/Master Patrol Officer $75,971 16Certification and 4 - 10 years’ experience: $61,057- $73,269 17 18Base salary increases shall conform to the guidelines listed below: 19Definitions 20 21GRADE—pay category to which a City position is assigned; each position is placed 22within a hierarchy of Grades (see attached matrix), based on the knowledge, skills, abilities 23and responsibility required by the position. 24 25STEP—established point between the Range Minimum and Range Maximum of a Grade; 26each Grade has six (6) equidistant Steps, which are adjusted annually. 27 28MARKET—municipalities and other employer organizations selected by the City as the 29basis for salary comparisons. 30 31RANGE MINIMUM—lowest pay rate (Step 1) for a City position in a particular Grade; 32generally, the rate at which a new City employee will be paid. 33 34RANGE MAXIMUM—highest pay rate for a City position in a particular Grade; 35generally, the rate at which an employee with five (5) or more years of experience in a 36particular job will be paid. 37 Page | 6 1STEP INCREASE—annual pay adjustment based on an additional year of service and the 2increased knowledge, skill and ability that the year of service represents; employees in 3Steps one (1) through five (5) will generally move to the next higher Step on January 1 of 4each year. 5 6PROMOTION—change of positions that results in a higher Grade. 7 8RE-EVALUATION—review of a position’s assigned Grade brought about by an increase 9(or decrease) in knowledge, skill, ability and responsibility requirements; aRe-evaluation, 10performed by the City’s independent consultant, which may result in a higher Grade, a 11lower Grade or no change in Grade. 12 13Grade and Step 14 151.New Employees hired with no experience start at Grade 11, Step 1. The exception to this 16rule shall apply to new Employees hired under the lateral employment program. The 17following matrix shall apply: 18 19Entry level starting salary (no experience): Grade 11, Step 1 20Academy Certification and up to 1 year of experience: Grade 11, Step 2 212 years experience: Grade 11, Step 3 223 years experience: Grade 11, Step 4 234 or more years experience: Grade 11, Step 5 24 252.Step Increases will be given in January only; increases are to be given the rest of the year 26only as the result of a Promotion or a job Re-Evaluation by the City’s independent 27consultant. All such increases must place an Employee at a specific Step in the appropriate 28Grade. 29 303.An Employee will not receive a Step Increase in January unless he/she was hired prior to 31October 1 of the previous year. Employees hired between October 1 and December 31 will 32receive a Cost of Living Increase but no Step Increase. 33 344.Step Increases may be contingent upon meeting certain pre-established criteria, such as 35education and certification requirements. Employees subject to such requirements shall be 36made aware by their existence promptly upon inception of the requirements, or acceptance 37of a job that carries such requirements. 38 395.No Employee’s salary will be allowed to exceed the Range Maximum (Step 6) for his/her 40Grade, unless his/her salary was already above Step 6 on January 1, 1999. 41 Page | 7 16.An Employee whose pay is adjusted due to a Promotion will be placed in a Step that will 2ensure an appropriate pay increase, such Step to be determined by the Chief of Police or 3his designee. 4 5B. Cost-of-Living Adjustment. 6The 2021 salaries include a 0% cost-of-living adjustment (COLA) and for year 2022 7include a 1% (COLA). The parties hereto agree that should the Consumer Price Index for 8all Midwestern Wage Earners (“CPI-W”) independent of seasonal adjustment, as reported 9by the Bureau of Labor Statistics of the United States Department of Labor for the time 10period of from June 2020 to June 2021 fluctuate plus or minus 1%, the parties shall return 11to the negotiation process to consider a more appropriate COLA. 12 13C. Shift Differential. Shift Differential for Employees whose shifts begin at or after 2:00 PM 14shall receive One Dollar ($1.00) an hour. 15 16D. FTO Pay. FTO (Field Training Officer) pay for Employees shall receive position pay in 17the amount ofFive Dollars ($5.00) an hour on top of their regular pay. Such additional 18compensation shall be paid only to those Employees when they are actually functioning in 19such position, when training a new officer. 20 21E. Overtime Pay. Overtime compensation for Employees shall be in addition to the amounts 22specified, and shall be paid in compliance with the Federal Fair Labor Standards Act and 23the City’s most current compensation ordinance as adopted by the Common Council. 24 25F. Court Time and Call Out Time. Employees shall receive a minimum of two (2) hours 26compensation for court sessions attended during non-working hours for andany time an 27Employee is called in off-duty for work related business.Employees called in for 28unscheduled work-related business, such as shift coverage, a special team’s emergency call 29out, or any other non-scheduled mandatory callback, shall be compensated at the pay rate 30of time and a half. An Employee may not receive compensation time in lieu of time and a 31half for these specific types of mandatory callbacks. Page | 8 1G. Longevity Pay. Full-time Employees shall receive longevity pay at the rate of Two 2Hundred Fifty Dollars (250.00) per year of service for years 1-10 and Three Hundred Ten 3Dollars (310.00) per year of service for years 11-25. Longevity shall be capped at 25 years 4of service or $7,150.00, in addition to all other forms of compensation.The rate of 5longevity pay shall be evaluated each year. Longevity pay terms and conditions shall 6conform to the City’s current longevity ordinance as adopted by the Common Council. 7 8H. Positional Pay. Employees who meet the criteria specified by the Department and who 9serve in the position of investigator (CID and SID) or school resource officer (SRO) are 10eligible for positional pay, in addition to all other forms of compensation. Supervisors of 11these units are not eligible for positional pay. 12 13Investigator (Patrol/Detective Only) $3,000 Per Year 14School Resource Officer $3,000 Per Year 15 16I. Specialty Pay. Employees who meet criteria specified by the Department’s Rules and 17Regulations may qualify for the specialty pay, in addition to all other forms of 18compensation: 19Personnel Specialist/FTO Coordinator $2,500. 00 Per Year 20Firearms Range/Training Coordinator $2,500.00 Per Year 21K-9 Handler $1,500.00 Per Year 22K-9 Coordinator $2,500.00 Per Year 23Foreign Language Interpreter $2,000.00 Per Year 24Special Weapons And Tactics (SWAT) $2,500.00 Per Year 25Emergency Response Group (ERG) $2,000.00 Per Year 26Traffic Division (Motorcycle Patrol Officer) $1,500.00 Per Year 27Accident Investigator Up to $1,500.00 Per Year 28Field Evidence Technician $2,500.00 Per Year 29Drug Recognition Officer $1,000.00 Per Year 30IDACS Coordinator $1,000.00 Per Year 31 Page | 9 1Child Safety Seat Technician $1000.00 Per Year 2Unmanned Aircraft Systems (UAS) $1,500.00 Per Year 3Honor Guard $1,000.00 Per Year 4Police Officer Support Team $1,000.00 Per Year 5Negotiator $1,500.00 Per Year 6 7Employees who achieve certification levels associated with the following hours are eligible 8for the corresponding specialty pay: 80hrs-$1500.00, 160hrs-$2,000.00, 240hrs-$2500.00. 9Each Employee shall be entitled to receive no more than two (2) types of specialty pay at 10any given time, with the exception of Foreign Language Interpreter. The Employee shall 11receive the highest two types of specialty pay for which he/she is eligible. All specialty pay 12shall cease when an Employee no longer performs the duties associated with the pay or no 13longer meets the qualifications for such pay. 14 15J. First Class/Master Patrol Officer Pay. The First Class/Master Patrol Officer pay, as stated 16in Section A above, shall increase at the same percentage rate as a Patrol Officer. A First- 17Class Master Patrol Officer is eligible to receive specialty pay and other hourly specialty 18pay differentials. The City agrees to certify First Class Master Patrol as First-Class salary 19to the 1977 Fund. 20 21K. Accident Investigators, Certified Instructors, Employees designated as Accident 22Investigators, who have not yet met the qualifications as a part of Section 11, Part I of this 23Agreement, and Certified Instructors shall receive up to Three Dollars ($3.00) per hour for 24performing the duties associated with these functions, in addition to all other forms of 25compensation. 26 27 L. Clothing Allowance. Employees with twelve (12) months of service in the Department 28shall receive a clothing allowance of One Thousand Four Hundred Dollars ($1400.00) per 29year, to be paid in a lump sum on or before April 1 of each year. Such payment shall be 30treated as taxable income. 31 Page | 10 1 2M. Sick Leave Incentive Pay. Employees may be eligible for sick leave incentive pay, which 3is based on the amount of sick leave used in a calendar year as follows: 4 5No sick leave used 24 hours 6Up to and including one (1) shift used 20 hours 7Over one (1) to and including two (2) shifts used 12 hours 8Over two (2) to and including three (3) shifts used 8 hours 9Over three (3) to and including four (4) shifts used 4 hours 10Over four (4) shifts used 0 hours 11 12The hourly rate of pay for each eligible Employee, for the purposes of this pay incentive 13only, shall be calculated as follows: \[bi-weekly base pay plus (+) longevity\]/80 hours. All 14sick leave used by an Employee in the course of the calendar year, except leave for injuries 15incurred on duty or in the line of duty, shall be counted toward the incentive pay 16calculation for that year, regardless of the reason for the leave or the status of the leave. 17Sick leave incentive pay may be paid out each year in February, for the prior calendar year, 18at the eligible Employee’s current rate of pay. An Employee must be employed by the 19Department for an entire calendar year, and must be employed by the City at the time of 20the payout, in order to be eligible for incentive pay for that calendar year. 21 22N. Holiday Pay. Each Employee who is required to report to work on a declared holiday, 23mwhether on a scheduled or an unscheduled basis, shall receive Thirteen Dollars ($15.00) 24per hour premium pay for each hour actually worked on the holiday. Such premium pay 25shall be calculated to the nearest quarter hour. 26 27O. Vacation Leave. The City agrees to maintain the vacation leave schedules for Employees 28in effect at the time of the execution of this Agreement. 29 30P. Bereavement Leave. The City agrees to maintain the current bereavement leave benefit in 31effect at the time of the execution of this Agreement. Page | 11 1Q. Trade Days. Employees shall be permitted to voluntarily trade work days, subject to the 2advance approval of the Chief or his designee. Such traded regular work shifts shall be 3exempted from the computation of overtime hours. Trade days must be balanced by the 4end of the 28-day work period and must be documented on the appropriate City form. 5Subject to advance approval of the his/her supervisor, an Employee will be allowed to 6trade days with another Employee of the same rank, within the same 28-day period. Once 7the trade has been approved, the trading Employees will be considered members of their 8traded shift for that day and responsible for their attendance and manpower requirements; 9as if it were their own shift. In the event of an absence, normal procedures to fill 10manpower requirements will be followed (i.e. the original Employee will not be required to 11cover the shift). The Department will have the unilateral right, after meeting and 12conferring with the FOP, to discontinue or alter the procedure for trading days. 13 14R. Leave of Absence. Employees may be granted leaves with or without pay in accordance 15with Federal, State or local law. All leaves of absence shall be subject to the approval of 16the Chief. 17 18S. Catastrophic Medical Leave Bank. All Employee unused sick days shall be credited to the 19Catastrophic Medical Leave Bank, as specified in Special Order 98-21. An Employee who 20is unable to perform his/her own duties or to perform light duty assignments for an 21extended period of time due to illness or injury is eligible for PERF disability benefits, 22which are less than the Employee’s active duty pay. Under 35 IAC 2-5-1, the City is not 23allowed to supplement PERF disability payments. In order to avoid penalizing an 24Employee financially during the period of recuperation, the Catastrophic Medical Leave 25Bank shall allow eligible Employees to receive up to one hundred twenty (120) calendar 26days of full pay after sick leave and vacation benefits are exhausted and before PERF 27disability benefits commence (two hundred forty (240) calendar days for injuries or 28illnesses incurred in the line of duty). 29 30 Page | 12 1T. Retiree Health Insurance. The City shall contribute fifty percent (50%) of the monthly 2employee-spouse premium for retirees who have twenty (20) years of active service with 3the City, plus an additional one percent (1%) for each additional six (6) months of service, 4up to a maximum of seventy-five percent (75%) of the employee-spouse (or 75% of the 5employee-only premium if the employee is unmarried or the spouse is not covered by the 6City plan), provided that the City’s insurance premium contribution shall not exceedNine 7Hundred Dollars ($900.00) per month or Ten Thousand Eight Hundred Dollars 8($10,800.00) per year. Coverage for other eligible dependents may be continued at the 9retiree’s expense. The City’s insurance premium contribution cap shall be evaluated each 10year to keep pace with current health insurance costs.For an Employee who dies in the line 11of duty, the City shall contribute 100% of the monthly spouse and dependent (if 12applicable) medical and dental premiums. For an Employee who is disabled, the City shall 13contribute to insurance premium according to the formula found in City Code Section 2- 1442.Retiree Health Insurance will only be available for Employees hired prior to October 3, 152016. 16U. Retiree Health Insurance Re-Enrollment. Effective January 1, 2019, the City will allow 17retired police officers with at least 20 years of full-time service to the City to drop the 18City’s health plan when they retire, or any time they become eligible for other coverage, 19then rejoin the City’s health plan at a later date. Retired police officers who are not 20enrolled in the plan when they retire are also eligible for this program. All retiree re- 21enrollments are subject to the following requirements: 22 231.Eligible retirees and their dependents must maintain continuous coverage 24through another employer-sponsored health insurance program or an individual 25ACA-compliant planoffered by a carrier licensed by the State of Indiana or, if 26the retiree has moved out of Indiana, the retiree’s state of residence. 27 282.Proof of continuous coverage must be submitted at the time of re-enrollment to 29the City’s Department of Human Resources. 30 31 32 Page | 13 13.Eligible retired police officers can rejoin the plan under the following 2circumstances: 3 4A. Any year during the open enrollment period. 5 6 B. Following a change in family status, provided application is made 7 within 30 days of the change. Such changes must be verified with 8 appropriate documentation. 9 104. Eligibility for the City’s plan ends when the retiree or covered dependent qualifies 11for Medicare. 12 135. Eligible retired police officers who fail to follow the foregoing rules shall forfeit 14their eligibility for re-enrollment. 15 16V. Police and Fire Employee INPRS. The City shall maintain membership in the 1977 Fund 17and shall require members of the Department to meet the eligibility requirements for the 18Fund. The City shall pay twenty-one percent (21%) of the established Police Officer First 19class salary for each member of the Department participating in the 1977 Fund. In the 20event that state actuary reports are lower than the twenty-one percent (21%) obligation 21levied upon the City in any fiscal year, that amount shall be reflected as a credit toward the 22six percent (6%) obligation levied upon the members of the Department. 23W. Vacation Buy-Back: Employees may submit up to one third (1/3) of their unused annually 24accrued vacation time. The City may buy back some or all of such vacation time and, if it 25does so, shall buy back each hour of vacation time at the Employee’s hourly rate. 26Employees must submit their hours in no less than eight (8) hour increments to the 27Department on the first Monday of the last pay period of a calendar year. Payment for any 28submitted vacation, if approved, shall be rendered by the City before the last day in 29February of the following year. 30 Sworn Personnel: 31 32 1-5 years Maximum of 4 full shifts eligible for submission (32 hours) 33 6-20 years Maximum of 6 full shifts eligible for submission (48 hours) Page | 14 1 21 or more years Maximum of 7 full shifts eligible for submission (56 hours) 2Any Employee who has been suspended from the Department for disciplinary purposes or 3any Employee having used five (5) or more sick days in a calendar year will be 4disqualified from this benefit as permitted by law, for the year in which the suspension 5occurred, or more than (5) sick days were used. The only exception to this rule would be 6an on-duty injury. The hourly rate of pay for each eligible employee, for the purposes of 7this pay incentive only, shall be calculated as follows: \[bi-weekly base pay plus (+) 8longevity\]/80 hours. 9 10X. Tuition Reimbursement. The City sponsors a tuition reimbursement program subject to 11City Code § 2-58, as amended, for full-time City employees who are so employed both on 12the year prior to the beginning of the course for which tuition reimbursement is requested 13and at the time the final request for reimbursement is made. To be eligible for tuition 14reimbursement the employee cannot have been subject to disciplinary probation, demotion, 15or suspension within the 90 calendar days immediately prior to the beginning date of the 16course for which tuition reimbursement is requested. 17 18Y. Dependent Care. The City agrees to allow employees to utilize up to 5 days of their sick 19time annually for the unexpected care and treatment of a dependent. The City agrees to 20treat this benefit in the same manner as an employee sick day. This does not increase the 21amount of sick time afforded to an employee. 22 23Z. On Call. Employees who are on call shall be compensated at aflat rate of ten dollars 24($10.00) per shift for regular weekdays and twenty-five dollars ($25.00) per shift for 25Saturday, Sunday and City Holidays, in addition to all other forms of compensation. If an 26Employee is called in, he/she will receive monetary compensation for the hours he/she 27actually works. 28 29AA. Additional Benefits. In addition to any other benefits set forth in this Agreement or in the 30City’s employee handbook, Employees shall receive an additional vacation day upon 31completion of 25 years of service, and the City shall contribute to their employee health 32savings accounts in the following amounts: Page | 15 1Employee Only From $600.00 to $800.00 2Employee/Spouse From $800.00 to $1,000.00 3Employee/Child(ren) From $800.00 to $1,000.00 4Employee/Family From $1,000.00 to $1,200.00 5 6BB. No Diminishment of Benefits.The City shall not diminish any employee benefit included 7in its employee handbook but not part of this Agreement. This obligation shall continue 8through Agreement termination, and said handbook is hereby included and made a part 9hereof by reference. 10 11Section 12 12The City shall allow FOP meetings to be held in City buildings at times agreed to by the Chief. The FOP 13will be responsible for the care and security of the building during such meetings. The City will allow the 14FOP to utilize electronic bulletin boards, e-mail systems, Internet access and paging systems in 15accordance with existing City policies. 16Section13 17No Employee will be required to join, support or pay dues to the FOP. There shall be no discrimination, 18interference, restraint or coercion by the City or FOP against any Employee for activities or membership 19in the FOP, or a refusal to support, be active in or become a member of the FOP. 20 21Section 14 22The FOP agrees that it is the exclusive right of the City to: 23 24(A) Maintain order, discipline and efficiency in the operations of the Department; 25(B) Hire, direct, transfer, promote, discharge or otherwise discipline Employees in 26accordance with law; 27(C) Operate and manage the work of the Department; 28(D) Allocate personnel, apparatus, police stations and sub-stations and other resources in a 29manner the Chief believes is in the best interest of public safety and the safety of 30personnel; and 31(E) In addition, all terms and conditions of employment not addressed above in this 32Section or otherwise in this Agreement shall continue to be provided in and at the sole 33discretion of the City. Page | 16 1 2The FOP and the City agree to work together in good faith to resolve labor/management issues covered 3within the purview of this Agreement. The FOP agrees to encourage its members to follow all Department 4rules, policies and procedures and to strive to improve their skills to ever-higher levels, and the City 5agrees to enforce its rules in a fair and impartial manner. 6Section 15 7The parties agree that, if the Common Council fails or refuses to fully fund this Agreement under 8circumstances wherein full funding would not adversely affect a vital governmental function of the City, 9all financial provisions of this Agreement shall become null and void to the extent they are not funded, 10and that they will return to the negotiation process to negotiate Agreement terms that are consistent with 11the level of funding approved by the Common Council. The City agrees to promptly consult with the FOP 12Executive Board, upon request, regarding changes made to an Employee’s working conditions and/or 13standards. However, subject to Section 11 of this Agreement, the salary, bonus, vacation and sick leave 14benefits in effect for Employees pursuant to this Agreement shall not be reduced without the mutual 15consent of the City and the FOP Executive Board. 16 17Section16 18Neither party shall be liable for its failure to perform any of its obligations under this Agreement that have 19become practicably impossible because of circumstances beyond the reasonable control of that party. 20Such circumstances include, without limitation, natural disasters or acts of God; acts of terrorism; 21government acts or orders; epidemics, pandemics; and, national, state, county, or City emergencies. 22Written notice of aparty’s failure or inability to perform due to force majeure shall be given to the other 23party within seven (7) business days from the date of the substantial commencement of the force majeure 24event and shall describe the event (and is commencement date) therein with reasonable certainty. The 25parties agree to meet and discuss proposed changes to each side’s performance obligations under the 26Agreement necessitated by aforce majeure event and shall utilize reasonable efforts to come to terms on 27any amendment to the Agreement. Any amendments to the Agreement shall be incorporated within the 28Agreement as if fully set forth herein and shall be in writing and signed by both parties. 29 30SO APPROVED AND ADOPTED. 31 Page | 17 1 2CARMEL BOARD OF PUBLIC WORKS FRATERNAL ORDER OF POLICE AND 3SAFETY (“BOARD”) Lodge #185 (“FOP”) 4 5BY: BY: 6 7James Brainard, Presiding Officer Blake Lytle, President 8Date: Date: 9 10 11 12Mary Ann Burke, Member Matthew Broadnax, Vice-President 13Date: Date: 14 15 16Lori S. Watson, Member Mark Paris, Treasurer 17Date: Date: 18 19ATTEST: 20 21 22Sue Wolfgang, Clerk 23 24COMMON COUNCIL FOR THE CITY OF CARMEL 25 26___________________________________ ____________________________________ 27Miles Nelson Sue Finkam 28 29___________________________________ ____________________________________ 30Timothy Hannon, Kevin Rider 31 32___________________________________ ____________________________________ 33Anthony Green Laura Campbell President 34 35___________________________________ ____________________________________ 36Bruce Kimball Jeff Worrell 37 38ATTEST: 39__________________________________ 40Sue Wolfgang, Clerk 41 42Presented by me to the Mayor of the City of Carmel this __ day of _____________ 2020, at _____ __ M. 43 44____________________________________ 45Sue Wolfgang, Clerk Page | 18 1 2 3Approved by me, Mayor of the City of Carmel this ___day of ________________ 2020, at ____ __.M. 4 5____________________________________ 6James Brainard, Mayor 7 8ATTEST: 9__________________________________ 10Sue Wolfgang, Clerk Page | 19 Approved by CRED/CPD/CFD & reviewed by Mayor COVID Protocol in place 1-27-21 Start/Finish FREEDOM RUN Saturday, July 3, 2021 8 AM Start Time 5 Mile Course 1.5 Mile Family Walk 1 2 3 4 1.5 Mile Walk CarmelFest FREEDOM RUN with Social Distancing Date: July 3, 2021 – 8AM Start Time – Carmel, Indiana The goal is to conduct a safe and well directed run/walk event keeping social distancing enforced for the welfare of the athletes, volunteers and spectators. It is hoped that the CarmelFest FREEDOM RUN/WALK draw a crowd of about 500 participants this year. The crowd size is expected to be down from last year as some athletes may not be ready to participate just yet. A crowd limit will be set at 700 participants. Participants will also have the option to do this event as virtual and not be on site. Safety features that will be in place this year: Participants that take part in this event are not in the upper age-groups of 65+ (most are in the 10 - 60 age group) and all in reasonably good shape to begin with as they have been training. Being an outdoor venue with fresh air/sunlight gives a nice advantage as well. Any participant that is not feeling well or feels they have been exposed to anyone with the virus will be asked not to attend the event. All participants will be contacted via E-mail and website on the latest details for the race and will have a complete understanding of the new format. Overview - There is never a point during the event that all 500 participants are grouped together. We will take extra precautions to insure this will be the case. Registration – We will give athletes the ability to pick up their materials (shirt, bib number) a day in advance and also early in the morning. We will space out tables and set up lines for people to get their materials – marks (cones) will be placed at each registration line to show where each person is to stand – keeping all participants 6 ft from each other as they pick up materials. Table shields (plexiglass) will be set up to help separate volunteers from the participants as they pick up. Participants will be encouraged to wear face-masks during the pre-race activities leading up to the actual start. WAVE Starts – Wave starts will be conducted every few minutes allowing only about 75 participants to go off at one time. A designated area of about 30’ X 100’ will accommodate about 85 participants at one time and allowing proper social distancing. An announcer with a PA system will announce number assignments for people to come up to the start line corral area then give them a count down for their start. Freedom Run with Social Distancing – p2 Run Course – The run course should not pose any problem as athlete begin to separate and create a lot of distance between each other as the event progresses – Social Distancing at its best! Post Race activities – This is one area of the event that we will have to control as to not allow groups to gather. We will provide bottled water and some pre-packages food items (bananas and granola bars) so athletes can ‘grab and go’. Once athletes finish the event, they will be encouraged to head home. Volunteers – All volunteers will be required to wear face masks and gloves. Any volunteer working at a water stop will not hand water to participants but instead make all water stations ‘self-serve’ so that athletes can grab a water on their own. Restrooms – Portable toilets will be set up near the start and finish. In addition, the restrooms will be spaced out so that no units are close together. All facilities will have plenty of soap/hand sanitizer available. Sanitation – Staff and volunteers will be instructed to use sanitation wipes to clean high traffic areas (restrooms, packet pickup, refreshment tables) throughout the event. Hand sanitizer bottles will be made available in these areas, as well. Signage - additional signage to remind athletes to keep their distance between each other will be placed near the registration and post-race finish area. Volunteers will also be instructed to inform participants to separate if they should see any groups forming. Runners and Walkers are a well behaved group that should comply with all of these rules. Submitted by: Don Carr, Tuxedo Brothers Event Management - don@tuxbro.com 317-340-1115 Approved by CRED/CPD/CFD & reviewed by Mayor 1-27-2021 COVID Protocol inplace Approved by CRED/CPD/CFD & reviewed by Mayor 1-27-2021 Approved by CRED/CPD/CFD COVID Protocol inplace Approved by CRED/CPD/CFD & reviewed by Mayor 1-27-21 COVID Protocol in place Approved by CRED/CPD/CFD & reviewed by Mayor 1-27-21 COVID Protocol inplace 1 Dixon, Carol From:Olivia Cabanban <olivia.cabanban@att.net> Sent:Wednesday, January 13, 2021 7:34 PM To:Dixon, Carol Subject:Re: Request for East Patio of Palladium **** This is an EXTERNAL email. Please exercise caution and Do Not open attachments or click links from unknown senders or unexpected email. **** Hi Carol- I am unsure how to edit my Request for the East Patio of the Palladium, as I do not have a request number. If needed, we will likely move our wedding date if COVID numbers spike. In the event we decide to hold our wedding on 5/15/21 despite increased Covid numbers, we will require guests to wear masks at all times unless eating or sipping on drinks and seat said guests more than 10ft apart with tables only containing families who live together. We will ask all guests to get a Covid test prior to travel to increase safety measures. If a guest does not have a mask, they will be supplied with one. We will follow all Hamilton County COVID activity restrictions, as I am a first responder and deal with Covid patients on a daily basis. Best, Olivia Cabanban On Jan 13, 2021, at 11:00 AM, Dixon, Carol <cdixon@carmel.in.gov> wrote: Hi Olivia, I received your request and will start the approval process. My goal is to have it presented to the Board of Public Works & Safety on February 3. Even though your wedding is not until May, we are still asking for COVID safety plans for all events (masks, distancing, etc.) Could you please share that with me? I will be in touch if further information is needed; otherwise, assume all is well and keep planning! Thank you, Carol Dixon Carmel City Hall 1 Civic Square Carmel, IN 46032 317.571.2400 cdixon@carmel.in.gov <image003.png> RESOLUTION NO. BPW 02-03-21-02 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrant ActorsTheatre ofIndiana.docx1/27/20219:52AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and 4G?OPS 6A i P r— >q L,Je4the 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: That on behalf of Grantee, a not -for -profit corporation, LJ/andr_-,S' /1. , _ y y an authorized representative of Grantee, have applied for a City of Carmmeel 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. agrees to grant $ 2 4 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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, unaudited Balance Sheet and Income Statement, 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 8 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. Said review- or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who 2 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. Employment Eligibility Verification. The Grantee affirms under the penalties of pedury that he/she/it does not knowingly employ an unauthorized alien. The Grantee affirms under the penalties of pedury that he/she/it has enrolled and is participating in the E-Verify program as defined in IC 22-5-1.7. The Granted 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. 13. 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. 3 14. 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 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. 15. 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. 16. 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: E7C6GC/TJd&- 'r2L_DP Date: CITY OF CA tHEL "Grantor") By: 6 James Brainard, Mayor 1/13/2001 ATTEST: L Date: 1/13/2021 If you have any question concerning the City of Carmel's 2021 Arts Gram Prounem. grant writing, guidelines or application materials. contact. Sharon Kibbe, City of Camtel, One Civic square, Carmel. IN 46032. Phone! 317-57I _483, akiIII&Qcarmel in eov. 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: or ra,D i A ,g T.J c Address: /D 3 R pie . rry elephone: Far: ^-,,A Contact Person: JAMS i' Email: 4 PG r — APPLICATION AMOUNT: S%Ssr7 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Additional pages may be added to Exhibit -A-) 5 EXHIBITA: PROPOSAL NARRATIVE Actors Theatre of Indiana November 9, 2020 OVERVIEW OF THE ORGANIZATION Please note that programs shown in bold type are either new or modified programs for ATI. In 2021, Actors Theatre of Indiana will be entering its sixteenth season of presenting Broadway musicals and stage plays, as well as Indiana theatre premieres. It will also be our tenth season of performing in the Studio Theatre at the Center for the Performing Arts. Co-founders Don Farrell, Judy Fitzgerald, and Cynthia Collins are professional performers, directors, and choreographers with over 75 years of combined professional experience in Off -Broadway productions, Radio City Music Hall, Madison Square Garden, Las Vegas, National and International Tours, Television, and Regional Theatres. Because of their range of experience and professional connections, we are able, if necessary, to utilize performers and directors from across the country to fill specific needs and roles in our productions. Quite frankly, Actors Theatre of Indiana could be considered in many ways a national theatre company. In 2019, ATI expanded its mission by adding an educational initiative to the organization. Unfortunately, the two individuals who we hired to lead this initiative were transferred to other parts of the country because of job and family commitments. At the same time this was happening, the Covid-19 virus was spreading around the country. Because of these developments, we were forced to place the educational initiative in a temporary hiatus mode. We fully intend reinstitute the program as soon as life in the country gets back to normal. This tuition -based program will be for students from 14 to 18 years of age who are contemplating pursuing a career in theatre, both in front of the curtain as well as behind the curtain. The students will work with our professional team from first rehearsal through opening night and be exposed to all facets of theatre production. We received several grants from the Clay Township Trustee in 2020 to help grow this educational initiative. Also, in honor of our 15' season, we launched a new program entitled the "Actors Theatre of Indiana Lab Series". This program is committed to nurturing new plays by offering playwrights an intensive weekend of discussion and play development with a cast of professional actors and directors in a creative laboratory environment. Because of the virus situation in the country, we will be temporarily conducting this program in a virtual setting. Each play will have a reading and a talk -back session with ATI audiences, staff, cast and playwright. It is our belief that to be considered a true theatre company in this community we need to offer playwrights an opportunity to bring their new works to the stage. COMMUNITY INVOLVEMENT Members of the Carmel Chamber of Commerce Members of the Hamilton County Convention & Visitors Bureau Participated and performed in the 2019 Carmel Fest parade Participates every summer in the Carmel Farmers Market Upon request, we provide sign language interpreters for the hearing impaired Performs annually in Carmel's Veterans Day ceremony Performs caroling during the Christmas holidays in the Arts & Design District as well as the popular Christkindlmarkt On occasion we have performed a free summer concert series at Carmel City Center Performed our Cole Porter Revue at The Barrington's grand opening Presented "An Evening with Frank Sinatra" at The Bridgewater Club In collaboration with the Autism Society of Indiana, we have provided a special "lights up, sound down" performance of A Year with Frog & Toad We provided free tickets to the Big Brothers/Big Sisters organization to see A Year with Frog & Toad We have performed readings of A Year with Frog & Toad at libraries and schools throughout Carmel and Central Indiana In February of 2020 we presented, along with the Carmel Symphony Orchestra, two staged presentations of Sweeney Todd. These concerts were performed in The Palladium and were critically acclaimed and financially successful for both organizations. EXHIBIT A PROPOSED USE OF 2021 CARMEL ARTS GRANT FUNDING Our focus has always been, and remains, to present professional theatrical productions that entertain and inspire the audience. Our aggressive use of social media enables us to reach a targeted audience at a fraction of the cost of traditional media. Our 2019/2020 season subscriptions were 10% higher than they were for the 2018/2019 season so it is obvious that our audiences are enjoying and supporting our professional productions. Because of the current situation involving the Covid-19 virus, it is unknown at this time whether we will be presenting a full or partial season of productions in the Studio Theatre in 2020/2021. We are prepared for both scenarios. During this difficult period, we have endeavored to remain visible and relevant not only to our patrons, but to the City of Carmel and our grantors and funders. From our Friday night Facebook Live presentations of From Our Home to Yours, to the live Drive -In Theatre Concerts at the Monon Square Shopping Center, we are striving to make live theatre relevant again in Carmel. And from all the positive feedback we are receiving from our patrons, I believe we are doing a very good job of bringing quality entertainment to Carmel. Additionally, we have explored the Streaming technology that is available today and our plan is to make streaming a major component of our presentations. We recently agreed to a partnership with TBD Theatricals for a Pay -Per -View airing of Charles Dickens classic, A Christmas Carol starring TONY Award Winner Jefferson Mays. Mr. Mays personally plays every role in this production. ATI will be one of approximately 20 theatre companies around the country that will be airing this production. Other than some local marketing costs, there are no cash outlays required for us to join this partnership. The production will be available for pay -per -viewing beginning November 28, 2020 through January 3, 2021. Part of the mission of TBD Theatricals is developing new works and fostering future generations of theatre audiences. The work done at ATI is a vital component in that process, which is why we are participating in this partnership. We are committed to the following organizational values: If necessary, we will continue to utilize professional talent from Indianapolis and around the country to enhance the quality of our productions. We will continue to invest wisely in our production values, including stage design, sound design, and lighting design. Once the pandemic is over, we will strive to present four productions annually in the Studio Theatre. Depending on the costs of the productions, at least one of these productions will contain larger casts and popular name recognition. Once the pandemic is over, we will strive to grow and expand the educational component of the organization to include as many students as possible. We will grow the ATI Lab Series to provide opportunities for as many playwrights as possible to present their new works on the ATI stage in the Studio Theatre. We will continue to give back to the community by performing at local events at no charge. A few of the events are the Veterans Day Ceremony, the Lighting of the Tree at Christmas, Holiday in the Arts District, and the Carmel International Arts Festival. The Carmel Arts Grant enables us to proudly represent the City of Carmel as the Resident Professional Theatre Company at The Center for the Performing Arts. Because of previous Carmel Arts Grants, we have been able to continually upgrade our lighting, our production equipment, and the music and sound equipment that we use for our productions in the Studio Theatre. We purchased some of this equipment last year with proceeds from the Carmel Arts Grant. Quite simply, these new capital expenditures were prudent artistic additions, both fiscally and developmentally, and helped ATI to continue offering the professional stage productions that our community so richly deserves. However, because of the current pandemic, we have had to pivot and reimagine what a talented company like ATI can do to survive and grow in a difficult environment while at the same time remaining relevant and visible in the community. Because we have no access to the Studio Theatre, we need to convert a portion of our existing warehouse space into a virtual sound stage for online streaming performances. Here is a listing of the equipment that we would like to purchase with a portion of the proceeds from the 2021 Carmel Arts Grant: SOUND EQUIPMENT A digital "snake" to patch mic cables for musicians Digital Mixer to mix musicians and vocals for online livestream programs Band monitors Main speakers To mic the drums for performances Request for sound equipment - $6,200 LIGHTING EQUIPMENT Wireless ColorSource source relay receivers Low profile LED par lights Color dash lighting instruments ETC ColorSource PAR Request for lighting equipment - $8,400 Request for soft goods and rigging - $3,500 Total Request to Turn a Portion of the ATI Warehouse into a Sound Stage - $18,100 As in prior years, foundation grants, other governmental grants, individual donations, gifts of corporate stocks, corporate sponsorships, and in -kind donations will supplement the Carmel Arts Grant in supporting Actors Theatre of Indiana. A stock donation plan was implemented in 2018 and a Planned Giving initiative was implemented in 2019 in the hope that Actors Theatre of Indiana will be included in the estate plans of our patrons. Additionally, and in the spirit of full disclosure, the City of Carmel needs to be aware of the following information: As mentioned in Exhibit G, for as long as Actors Theatre of Indiana has been receiving the Carmel Arts Grant, no Grant funds have ever been allocated to increasing staff size or to increase compensation. This practice will continue through 2021. We currently have four (4) full-time employees, each being paid an annual salary of $30,000 120,000 annually). It has become increasingly obvious to the Board of Directors that if we were to lose any of our four full-time employees for any reason, we would not be able to replace any of them for $30,000, thereby putting the future of the organization in jeopardy. Additionally, everyone should be aware that when our three Founders are performing in an ATI production, they always forfeit their Actors Equity salary of 2,100 per production. They do this to save money for the organization. The Executive Director has made a request to the Board of Directors to form a compensation committee to determine the appropriate salary levels for the staff and to identify sources of funding that can be utilized to pay for the increased salaries. Additionally, the Executive Director has made a request to the Board of Directors to create a succession plan in case the Executive Director or any of the Founders would choose to leave the organization for any reason. 2021 OPERATIONAL FUNDING REQUEST Total revenue per ATI's 7/31/20 financial audit $767,450 Grant award percentage guideline 33.3% Grant Amount Requested $255,000 EXHIBIT B ACTORS THEATRE OF INDIANA OPERATING BUDGET FOR FISCAL YEAR ENDING JULY 31, 2021 INCOME Earned Income Admission/Ticket Income 100,000 Sponsorships 10,000 Other Income 10,000 Contributed Income Individual/Corporate Contributions 50,000 Foundation Support 50,000 Fundraising/Special Events 10,000 Government Income Federal NEA 15,000 State IAC 45,000 city Carmel and HCCVB 240,000 Total Cash Income In -Kind Goods and Services 50,000 TOTAL INCOME 580,000 EXPENSES Production Production Personnel 150,000 Production Technical 100,000 General & Administrative Executive Director 60,000 Marketing/Development Director 42,000 Bookkeeper 15,000 Grant Writer 15,000 Auditing Firm 8,000 Insurance 8,000 Telephone and IT 15,000 Advertising 30,000 Interest on LOC 1,000 Studio Theatre Rent/Occupancy 80,000 In Kind Goods and Services 50,000 TOTAL EXPENSES I I 574,000 Mate of indialm office Of th..S.ecretary of State cXHi T G CERTIOCATE Or NCORPORATTON of ACTORS THEATRE OF MDUNA, L`iC. I, TODD ROK_TA, SecTetar<j of Stara of India" hereby cer 0f that Articles of Ir_corpoTatiov of the arove Non -Profit Domestic Corporation ha•;e been prWented to me at my office, accompanied by the fees prescribed by lair and that the documentation presented conforms tolawa; prescribed by the provisions of the Indiana INOUrglIt Corporation Act of 1991. iiO; ', TrIERFFORE, pri this document I c j tat Sid trz" ticn wu become e,T:ctiye Friday, Nfarch 13, 2005. In Fitness WIntreo I have caused to be alMed my signat'are and the seal of the St` ta oflndima, at the Cirj of Indianapolis, 11farch 19, 2D05. TODD RO u" TA, SECRETARY OF STATE INTERNAL REVENUE SERVICE P. 0. BOX 2508 CINCINNATI, OH 45201 JUN222005 Date: ACTORS THEATRE OF INDIANA INC C/O DONALD M MEYER BOSE MCKINNEY & EVANS LLP 135 N PENNSYLVANIA ST INDIANAPOLIS, IN 46204 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 20-2530124 DLN: 17053140022015 Contact Person: DOROTHY M LAWRENCE ID# 31450 Contact Telephone Number: 877) 829-5500 Accounting Period Ending: DECEMBER 31 Public Charity Status: 170 (b) (1) (A) (vi) Form 990 Required: YES Effective Date of Exemption: MARCH 18, 2005 Contribution Deductibility: YES Advance Ruling Ending Date:. DECEMBER 31, 2009 We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. Contributions to you aredeductibleundersection170oftheCode. You are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106or2522oftheCode. Because this letter could help resolve any questionsregardingyourexemptstatus, you should keep it in your permanent records. Organizations exempt under section 501(c)(3) of the Code are further classified as either public charities or private foundations. During your advance rulingperiod, you will be treated as a public charity. Your advance ruling periodbeginswiththeeffectivedateofyourexemptionandendswithadvancerulingendingdateshownintheheadingoftheletter. Shortly before the end of your advance ruling period, we will send you Form8734, Support Schedule for Advance Ruling Period. You will have 90 days aftertheendofyouradvancerulingperiodtoreturnthecompletedform. We willthennotifyyou, in writing, about your public charity status. Please see enclosed Information for Exempt Organizations Under Section 501(c)(3) for some helpful information about your responsibilities as an exemptorganization. Letter 1045 (DO/CG) z- ACTORS THEATRE OF INDIANA INC We have sent a copy of this letter to your representative as indicated in yourpowerofattorney. - Sincerely, L 3.d° Lois G. Lern4r Director, Exempt Organizations Rulings and Agreements Enclosures: Information for Organizations Exempt Under Section S01(c)(3) Letter 104S (DO/CG) STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) AFFIDAVIT r 1, a^Aea- A- - r ,Y . an authorized representative of 4-_S("Grantee"), being first duly sworn upon my oath, state that pursuant to paragraph 2 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 calendar year ending 2019 totaled S i ature rinted Name Subscribed and sworn to before me, the undersigned Notary Public, this day of NCN/til 1Z 2020. 1csPArneGAngelaReneePacilio Notary Public - state of Indiana Signature - otary Public Commission Number: ow8of AOa My Commission Expires: 11/23r2022'!,L \ Printed Name "`lll L i/ Resident of _ L IV County, Indiana r, My Commission Expires:_ / pl0ab ACTORS THEATRE OF INDIANA INC. BALANCE SHEET (FISCAL - AUG/SEPT) As of September 30, 2020 TOTAL ASSETS Current Assets Bank Accounts 1002 United Fidelity Bank (1050) 34,855.20 1005 Special Events Account (1039) 1,000.00 1015 Business Savings (1701) 4,494.25 1040 Petty cash 0.00 1050 In -Kind Clearing 0.00 Total Bank Accounts 40.349.45 Accounts Receivable 1100 Accounts Receivable 65,880.00) 1105 Ticket Sales Receivable 90,747.14 Total 1100 Accounts Receivable 24,867.14 1210 Pledges receivable 0.00 1240 Grants receivable 16,958,00 Total Accounts Receivable 41,825.14 Other Current Assets 1299 Undeposited Funds 1,350.00 1310 Employee & trustee receivables 0.19) 1320 Notesiloans receivables 0.00 1445 Prepaid Insurance 4,051.42 1450 Prepaid expenses 267.59 1455 Prepaid Royalties & Prod Exp 43,255.14 1460 Security Deposits 7,342.00 1580 Investments - other 0.00 Total Other Current Assets 56 265 96 Total Current Assets 138,440.55 Fixed Assets 1630 Leasehold improvements 2,120.90 1640 Furniture, fixtures, & equip 34,513.81 1645 Theatrical Lighting 8,060.00 1655 Theatrical Sound Equipment 13,546.17 1745 Accum Depreciation 28,421.83) Total Fixed Assets 29,819.06 Other Assets 1999 Clearing Account 20.00) Total Other Assets 20.00) TOTAL ASSETS 168,239.60 Cash Basis Friday, October 23, 2020 03:56 PM GMT-04:00 1/3 ACTORS THEATRE OF INDIANA INC. BALANCE SHEET (FISCAL - AUG/SEPT) As of September 30, 2020 TOTAL LIABILITIES AND EQUITY Liabilities Current Liabilities Accounts Payable 2010 Accounts payable 0.00 Total Accounts Payable $0.00 Credit Cards 2055 Menards 628.84 Total Credit Cards 628.84 Other Current Liabilities 2100 Payroll Liabilities 3,977.33 2105 Union Dues EE W/H 57.39 2106 Union Initiation Fees 45.00 2108 Deferred Payroll 0.04) 2110 Accrued payroll 0.00 2130 Accrued payroll taxes 0.20 2150 Accrued expenses - other 0.00 2300 Deferred Revenue 0.00 2305 Season Tickets 0.00 2310 Sponsorships 0.00 2312 Underwriting 0.00 2315 Gala Tickets 0.00 2320 Education Programs 0.00 2325 Special Performances 0.00 Total 2300 Deferred Revenue 0.00 2550 Loan payable 0.00 2565 Agent Fees Payable 133.95 2570 Short-term liabilities - other 0.00 2620 Line of Credit - United Fidelity 45,000.00 Total Other Current Liabilities 49,213.83 Total Current Liabilities 49,842.67 Long -Term Liabilities 2770 Long-term liabilities - other 29,000.00 2810 Employee Payable 0.00 2910 Private Loan 33,000.00 Total Long -Term Liabilities 62,000.00 Total Liabilities 111,842.67 Cash Basis Friday, October 23. 2020 03:56 PM GMT-04:00 2/3 ACTORS THEATRE OF INDIANA INC. BALANCE SHEET (FISCAL - AUG/SEPT) As of September 30, 2020 TOTAL Equity 3001 Opening Bal Equity 0.00 3010 Unrestrict (retained earnings) 45,407.11 Retained Earnings 0.00 Net Income 10,989.82 Total Equity 56,396.93 TOTAL LIABILITIES AND EQUITY 168,239.60 Cash Basis Friday, October 23, 2020 03:56 PM GMT-04:00 3/3 ACTORS THEATRE OF INDIANA INC. PROFIT AND LOSS - CALENDAR QUARTER 3 July - September, 2020 TOTAL Income 4000 ATI Ticket Sales 4001 Single Ticket Sales 16,999.22 Total 4000 ATI Ticket Sales 16,999.22 4010 Indiv/business contribution 4011 Individual Donations 13,112.91 4012 Corporate Donations 750.00 Total 4010 Indiv/business contribution 13,862.91 4015 Sponsorships 4016 Show Sponsorships 2,000.00 4017 Season Sponsor 10,000.00 Total 4015 Sponsorships 12,000.00 4040 Special Events Income 4,701.99 4110 Donated pro services - GAAP 4,263.00 4150 Donated use of facilities 8,068.14 4210 Corporate/business grants 2,500.00 4230 Foundation/trust grants 35,000.00 4250 Nonprofit organization grants 1,000.00 4305 Program Advertising 2,075.00 4530 State grants 8,799.84 5000 Earned revenues 5490 Miscellaneous revenue 596,00 Total NO Earned revenues 596.00 5820 Fundraising 3,000.00 Total Income 112,866.10 Cost of Goods Sold 7000 Production Salaries & related expenses 7020 Salaries & Wages 26,459.56 7050 Payroll Tax 122.40 7061 Equity League Health 8.00 Total 7000 Production Salaries & related expenses 26,589.96 7100 Contracted Production Staff 7115 Music Dir/Accomp/Conductor 1,500.00 7120 Musicians 1,000.00 7125 Scenic Designer/Carpenter 500.00 7135 Sound Designer/Audio Engineer 500.00 7140 Lighting Designer/Master Electrician 500.00 7145 Photographer 2,200.00 Total 7100 Contracted Production Staff 6,200.00 Cash Basis Friday, October 23, 2020 03:53 PM GMT-04:00 1/3 ACTORS THEATRE OF INDIANA INC. PROFIT AND LOSS - CALENDAR QUARTER 3 July - September, 2020 TOTAL 7200 Other Production Costs 7208 Equipment Purchases 3,628.37 7210 Equipment Rental 328.49 7231 Artistic Expenses 900.00 7235 Royalties/Scrlpts 736.41 7245 Misc Production Costs 5,367.53 Total 7200 Other Production Costs 10,960.80 Total Cost of Goods Sold 43,750.78 GROSS PROFIT 69,115.34 Expenses 7300 Salaries & related expenses 7320 Salaries & Wages 8,076.88 7350 Payroll taxes 2,655.78 7351 SUI 11.20 Total 7350 Payroll taxes 2,666.98 Total 7300 Salaries & related expenses 10,743.86 7400 Advertising & Marketing 7410 Electronic Media 840.00 7415 Graphic Design 1,357.51 Total 7400 Advertising & Marketing 2,197.51 7500 Legal & Professional Fees 7505 Payroll Fees 813.75 7520 Accounting fees 3,635.00 7540 Professional fees - other 3,211.25 7580 Donated pro services - GAAP 2,163.00 Total 7500 Legal & Professional Fees 9,823.00 8100 Non -personnel expenses 8110 Supplies 248.93 8130 Telephone & Internet 2,269.48 8140 Postage, shipping, delivery 98.70 8160 Equip rental & maintenance 623.37 8170 Printing & copying 1,095.87 8180 Books, subscriptions, reference 479.50 Total 8100 Non -personnel expenses 4,815.85 8200 Occupancy expenses . 8210 Rent, parking, other occupancy 14,808.50 8280 Donated facilities - GAAP 8,068.14 Total 8200 Occupancy expenses 22,876.64 Cash Basis Friday, October 23, 2020 03:53 PM GMT-04:00 213 ACTORS THEATRE OF INDIANA INC. PROFIT AND LOSS - CALENDAR QUARTER 3 July - September, 2020 TOTAL 8300 Travel & meetings expenses 8305 Meals/Entertainment 73.07 Total 8300 Travel & meetings expenses 73.07 8500 Misc expenses 8505 Credit Card Fees 2,554.79 8510 Interest expense 4 8515 Bank Fees 25..00 8520 Business Insurance 3,187.62 8540 Staff/Board development 64.19 8560 Outside Computer Services 2,243.55 8565 IT Subscriptions 2,564.45 Total 8560 Outside Computer Services 4,808.00 8570 Advertising & Marketing 10.500.00 8590 Other expenses 1.25 Total 8500 Miso expenses 21,638.37 8600 Business expenses 8610 Bad debt expense 3,371,00 Total 8600 Business expenses 3,371.00 Total Expenses 76,539.30 NET OPERATING INCOME 6,423,96) NET INCOME Cash Basis Friday, October 23, 2020 03:53 PM GMT-04:00 3/3 F Form 990 Department of the Treasury Internal Revenue Service A For the 2018 cal Return of Organization Exempt From Income Tax Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) Do not enter social security numbers on this form as it maybe made public. andendina 07/31/1 B Check if applicable: G Name of organization D Employer Identification number Address change Actors Theatre of Indiana, Inc. Name change 2 0 - 2 5 3 012 4Doingbusinessas El Number and street (or P.O. ,, ail isrot delivered to street address) Room/suite E Telephone number Initial return Uo5103rdAvenue Sw, Suite D 317-669-1861 Final return/ City or town, state or province,country, and ZIP or foreign postal code , terminated Carmel IN 46032 G Grossrecei ts$ 780, 563Amendedvelum F Name and address of principal officer: Application pending Jim Reilly B(a) Is this a group return for subordinates? Yes X No 510 3rd Ave Sw, Suite D HM) Are all subordinates included? Yes NoI Carmel IN 46032 IfWo,' attach a list.(sea instructions) I Tax-exempt status: X 501(c)3 501(c) 4(insen noJ 4947a(7)or 527 J Webmte: WNW. ati stacre.or H(c) Group exemption number K Form of aranizalion: X Co ratter Trust AssociatOn Other L Year of formatter: 2005 M Stale Of legal domicile: IN Part [ Summa 1 Briefly describe the organ ization's mission or most significant activities: ative ...... ...........ortun iti...........es .....an....d .......... I ........ ........ g cre Advance theatreasartformbyproidinanvoppguidancetoartists. m 0 2 Check this box if the organization discontinued Its operations or disposed of more than 25% of its 0 rb net assets. 3Number of voting members of the governing body (Part VI, line ta) 3 10 m a............................... 4 Number ofindependent voting members of the governing body (Part VI, line 1b) 4 10 5 5 Total number of individuals employed in calendar year 2018 (Part V, line 2a) 5 6 6 Total number of volunteers (estimate if necessary) ............................................... 6 15 7a Total unrelated business revenue from Part VIII, column (C), line 12 7a 0 b Net unrelated business taxable income from Form 990-T line 38................................................... 7b 0 Prior Year Current Year 0 8 Contributions and grants (Part VIII, line 1h) 451 031 512,352 a 9 Program servicerevenue ( Part Vill,line 2g) 328,764 260,050 0 10 Investment income ( Part VIII, column (A), lines 3, 4, and 7d) 3 3 3 11 Other revenue(PartVlll, column(A), lines 5, 6d, 8c, 9c, 10c, and lie) . ............... 11,095 6,166 12 Total revenue -add lines8throu h11 mustequal Part Vill, column A, line 12 ........... 790,910 778,235 13 Grants and similar amounts paid (Part IX, column (A), lines 1-3) ............................. 0 14 Benefits paid to or for members (Part IX, column (A), line 4) ................................... 0 w 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) 465,3861 326,345 16a Professional fundraising fees (Part IX, column (A), line e) Il 0 y a bTotal fundraisingexpenses (Part IX, column (D), line 25) 25,966 xs'.::fo.aa?iox::`O$s2"i5••^g'yo::e".'::a'ga u':;$.`.' 0.1 2 L<"r' Sc:°,! 17 Other expenses (Part IX, column (A), lines lla-11d, 11f-24e) 351, 696 381, 979 18 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25) ................. 817 , 0821 708,324 19 Revenue less expenses. Subtract line 18 from line 12 ... ......... ....... .......... 2 6 , 172 69, 911 Nu Beginning of Current Year End of Year 20 Total assets (Part X, line 16) 112,981 14 5 , 7 7 8 am 21 Total liabilities (Part X, line 26) 222,305 185, 191 22 Net assets or fund balances. Subtract line 21 from line 20..................................... 10 9 , 3 2 4 Under penalties of perjury. I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is rue, correct. and complete. Declarationofpreparer (other than officer) is based on all mfnrmation of which nr,n,rlr hl, ..,,, 4nn... lnd__ SignJRRobert Signature of officer Date HereJim Reilly Executive Director Type or print name and line lfype preparers name Preparer's signature Date Check if PTIN Paid K. Brinkers, CPA Robert K. Brinkers, CPA 01/17/20 self-employed p00409428 Preparesname Alerdin 0 CPA Group Firm'sEIN0 35-2043580 Use Only 4181 E 96th St Ste 180 Firm's address 0, Indiana olis, IN 46240 Phone no, 317-569-4181 May the IRS discuss this return with the preparer shown above? (see Instructions) _ X Yes No For Paperwork Reduction Act Notice, see the separate instructions. Form 990 (2018) D ACTORS THEATRE OF INDIANA EXHIBIT F BOARD OF TRUSTEES (as of 11/15/2020) JOHN TERRY- PRESIDENT CTG LAW CARMEL, IN 46032—- 317-902-1113(M) Current term expires on December 31, 2020— iterrv@ctalaw.com DANIEL MCFEELY - VICE PRESIDENT t OWNER, WRITER, DAN MCFEELY COMMUNICATIONS CARMEL, IN 46032 I 317-847-9266 (M)— Current term expires on December 31, 2022 danmcfeelvink@amaii.com I MELISSA VOLZ-SMITH - SECRETARY UNITED FIDELITY BANK r CARMEL, IN 46032 T- 317-550-8868 (M) 1 Current term expires on December 31, 2022 melissa.volz-smith@unitedfidelitv.com DILL ZANIKER I I j~ i I THE JEFF ZANIKER MEMORIAL FOUNDATION FOR THE ARTS CARMEL, IN 46032 317-258-5455 (M) Current term expires on December 31, 2021 iillzaniker@hotmail.com E.DAVIS COOTS COOTS HENKE & WHEELER CARMEL, IN 46032 317-840-9898 (M) Current term expires on December 31, 2020 dcoots@chwlaw.com I DR. JOSEPH FITZGERALD INDIANA UNIVERSITY HEALTH INDIANAPOLIS, IN 4 2202 317-809-0071(M) Current term expires on December 31, 2020 ifitzeel@iuoui.edu AMY PAUSZEK FILM PRODUCER/PHOTOGRAPHER CARMEL, IN 46032 317-625-3451(M) Current term expires on December 31, 2020 - aepawsl@comcast.ne CHRISTINE REPPERT t RETIRED FROM BRIDGESTONE AMERICAS, INC. INDIANAPOLIS, IN- 317-730-1964(M)-- Current term expires on December 31, 202rl christinecreppertl7@amail.com - RILEY PARR - -R ATTORNEY,-- — -I _ SHERIDAN,IN 46069 317-519-9640 (M) — Current term ex Tres op n December 31, 2022 I I ' L_EZLIE M. HEATH R-- - — RETIRED TEACHER/COMMUNITY VOLUNTEER — CARMEL, IN 46032 I 317-443-4628 (M) Current term expires on December 31, 2022 KATHY GUIDER VICE PRESIDENT, VERACITY IIR CARMEL, IN 46032 317-366-2325 (M) Current term expires on December 31, 2022 KELLI PRADER PROJECT MANAGER -CITY OF CARMEL CARMEL, IN 46032 317-748-3920(H) Current term expires on December 31, 2022 EXHIBIT G ACTORS THEATRE OF INDIANA YEAR-END REPORT 2020 ARTS GRANT FROM THE CITY OF CARMEL In January of 2020, Actors Theatre of Indiana was awarded an arts grant from the City of Carmel in the amount of $240,000. Listed below is a summarization of the programs that were funded by this grant and the effect those programs had in the Carmel community. In an increasingly difficult economic climate for arts organizations, families have many choices as to how they spend their disposable dollars. Carmel is blessed to have a plethora of arts organizations, as well as a high school theater department that is second to none in the country. AT[ needs to stand above the crowd with the genius and creativity of our marketing efforts, including the use of social media. Because of this, in May of 20181 retained the services of Meg and Associates to handle our entire marketing effort. The results of this change in our marketing strategy have been remarkable. The decision to retain Meg Osborne was made possible by using the proceeds from the Carmel Arts Grant. Additionally, we expanded the role of Meg and Associates in July of 2019 to include all fund raising and development activities for the ATI organization. If not for the Carmel Arts Grant, our marketing and development efforts would not be at the level that they are now. Because of size restraints in the Studio Theatre, we are unable to present many of the larger Broadway musical productions that the Carmel community would enjoy. Therefore, we need to be creative in the productions that we do present. Unlike community theatres who don't pay their actors and because we are a professional equity company, we utilized the Carmel Arts Grant to improve the salaries we pay to the technical people we hire for our performances. Professional fees for sound design, lighting design, wardrobe design, and scenic design have all been upgraded and the results can be seen in the overall quality of our productions. We also continued our strategy of continually upgrading our lighting and sound equipment. We take our roll as one of Carmel's economic generators at The Center for the Performing Arts very seriously. When the Covid-19 virus pandemic is finally over, we will be poised to resume our productions almost immediately. A very large portion of the 2020 Carmel Arts Grant was used to pay down outstanding debts to those vendors who graciously allow us every year to make minimum or no payments on our debt until the Grant check arrives. This list of vendors would include Printing Partners and Current Publishing, along with several other much smaller vendors. Without their generosity, I doubt if we would have been able to survive. Additionally, to help get us financially through last year, several board members, along with our Executive Director, made sizeable loans to the organization. Everyone was repaid thanks to the Carmel Grant. Because the 2020 Carmel Arts Grant of $240,000 was used almost entirely to eliminate outstanding debt of the organization, no money from the 2020 Grant is available to be carried forward to be used in 2021. And finally, as I mentioned in Exhibit A, not one dollar of any Carmel Arts Grant has ever been used to increase the compensation of the three Founders or the Executive Director. However, you will notice in our 2020 operating budget on Exhibit B, the salary of the Executive Director is shown at $60,000. Obviously, there is no guarantee that this will occur. This was done in the hope that the board of Directors will find funding sources to raise overall staff compensation to realistic levels for the Executive Director as well as the three founders of ATI based on existing compensation research data. A $30,000 annual salary, which is what all four AT[ employees are currently being paid, is simply not realistic in today's economic environment. RESOLUTION NO. BPW 02-03-21-03 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrant BiggerPIcture FilmGroup.docx1/27/20219:56AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and 'n4C' I G e, Ok Pl c rVa i F I m GM,.0 u P (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, M(ZIS 6YMfrtk 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, agrees to grant $ 5,000.00 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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, unaudited Balance Sheet and Income Statement, 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 8 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who 2 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Cannel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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. 3 14. 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 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. 15. Severability. I£ 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. 16, 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: G e,4mPtL By:ZAA-- ( Printed Name of Officer: Date: 't 1 I n I '""u ATTEST: Date: 1-13-2021 C49-t5 UvM?rTAc Title: 'B u N-R,p IFUT i 0 W( CITY OF CARMEL ("Grantor") By: James Brainard, Mayor 1.-13-2021 If you have any question conceming the City of Camel's 2021 Arts Grant Program, grant writing. guidelines or application materials, contact: Sharon Kibbe. City of Carmel. One Civic Square. Carmel. IN 46032, Phone: 317571-2493. skihbencarmel.in.eov. U Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: :1+F 6IkCA42 P1crv2F etut Address: In+ t atp S W. so•.,Tu 8-ne,;E- 193a irJDIPrNAPo;,IS. Ird y qp(, Telephone: 12 - 24 Fax: ContactPerson:_ Ct+(L,_f 0,ompt-Vt Email: CdKII. tiVEYPrzlt (VlNDYF,I,m FT-r c2t, APPLICATION AMOUNT: $_ 5, `a S,5- DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Additional pages may be added to Exhibit "A") Printed Name of Officer: C t{Q a G Y-t;FP i1( 5 2021 CARMEL ARTS GRANT PROPOSAL Project Title: 2021 Carmel Film Forum: Documentary Filmmaking Workshop & Festival Project Event Dates: Saturday, July 10, 17 and 24 Project Activity Location: Carmel Clay Public Library ZOOM webinar Project Manager: James Moriarty Moriarty Media 317) 581-9126 james@morlartymedia.com www.moriartymedia.com Proposal This proposal is requesting a Carmel Arts Grant to produce the 2021 Carmel Film Forum: Documentary Filmmaking Workshops & Festival. Moriarty Media will partner with the Carmel Clay Public Library (CCPL) Digital Media Lab (DML), The Indy Film Fest, Indiana Filmmakers Network, and Roberts Camera to plan the program. The Film Forum will be held virtually using CCPL's ZOOM account. The Film Forum will be conducted on three successive Saturdays: July 10, 17 and 24. Each workshop will be scheduled from 2 pm. to 4 pm. The workshops will discuss how to write a compelling personal two -minute documentary film and demonstrate the technology needed for videoing and editing a documentary. The webinar will be facilitated by James Moriarty, Co- owner and producer of Moriarty Media and Sara O'Sha, Audiovisual Services Supervisor of the Carmel Clay Public Library. James Moriarty will teach the technical aspects of filmmaking, host the film screenings and introduce special guests, who will contribute their expertise in filmmaking and film festival judging. The participants will be asked to make a documentary that is 2 minutes long and present it to the workshop on July 24. Saturday, July 10 - Session 1: HOW TO WRITE A 2-MIN DOCUMENTARY FILM AND WHO IS GOING TO SEE IT? Featuring special guests: Jim Simmons, former Series Producer for WFYI's "Across Indiana" and Emmy-winning documentary producer and Dan Moore, Board of Directors of the Indy Film Fest. Saturday, July 17 - Session 2: HOW TO SHOOT MY 2-MIN DOCUMENTARY ON A SMARTPHONE AND EDIT IT ON A COMPUTER. Featuring special guests: Imoto Harney, Producer and Director of Photography from Captain Crazy Productions and Nathan Bechtold, President of the Indiana Filmmakers Network. Saturday, July 24 - Session 3: 2-MIN DOCUMENTARY FILM FESTIVAL AND WINNER'S Q&A Featuring special guest: Meredith Reinker, Roberts Camera Marketing & HR Director The Film Forum will conclude with a juried screening of the films created. The winner of the best documentary will receive a digital video camera from Roberts Camera. All participants will receive tickets to the Indy Film Fest. A program and curriculum will be written to support the events, along with the development of an advertising campaign. Project's History: The Carmel Film Forum premiered in August, 2017 with "Hollywood Comes to Carmel." Thanks to partnerships with the Carmel Clay Public Library, Indy Film Fest, Film Indy, Indiana Filmmakers Network, SoHo Cafe & Gallery, and Roberts Camera, there was a great turnout and a lively weekend of discussion about the art and business of filmmaking in Indiana. Due to the success of the 2017 Forum, in September we held a "Filmmaking 101 " workshop at the Carmel Clay Library's Digital Media Lab, which filled quickly and drew participants from the Carmel community and surrounding areas. For the 2018 grant, we produced "Focus On Filmmaking", which featured a music video production workshop, a screenwriting class, table reads with local actors, filmmaker interviews, and screenings. In 2019, we produced "Making the Big Picture: Preproduction, and Crowdfunding," which highlighted a table -read with local actors reading a feature screenplay. The participants received a printed curriculum and helped develop the film's log line and tag line to be used in the film's marketing materials. Rachel Murphy, a professional line producer, showed participants how to break down a film's budget, using the feature screenplay as an example. In the evening, Ms. Murphy hosted a screening of Midwest female filmmakers and conducted filmmaker Q&As. Due to the COVID-19 (coronavirus) pandemic, The "2020 Carmel Film Forum: Stop Motion Animation Celebration" was converted from an in -person hands-on stop motion animation workshop, held at the CCPL, to a two -session webinar, hosted on CCPL's ZOOM account. The webinar featured professional animator, Lisa Barcy, streaming from Chicago, who taught animation techniques employing drawing, paper cut-outs, and 3D objects. A program/ curriculum was emailed to the participants, along with a list of the tools, software, and supplies needed for the workshop. The participants were encouraged to make an animated clip, using the techniques demonstrated in the program and upload their clips to be judged. During the screening of the clips, Lisa Barcy made comments about the positive use of animation techniques used in each film. Lisa announced the winner of the stop motion animation contest, who was awarded a license to a copy of the Dragonframe professional stop motion animation software, a $300 value. A retrospective of Lisa Barcy's animation work was watched, and a Q&A with Lisa was conducted. Participants willingly embraced using the ZOOM webinar format in lieu of a hands-on event held at the CCPL, and the ZOOM webinar format allowed participants from outside Indiana to take part and learn about Carmel's support for the arts and filmmakers. Economic and Cultural Impact: Through partnerships with arts and civic organizations, enthusiasm for filmmaking in Carmel and the surrounding communities is encouraged and Carmel is recognized for its contribution to the art of filmmaking. Aspiring directors, producers, and screenwriters can network and find support for their projects. Patrons of the Carmel Clay Public Library who love seeing films can learn more about the aspects of filmmaking by attending the workshops. Project Management and Promotion: A team of volunteers and a small paid staff will manage the project during the workshop. A website will be created for the forum that will list the project's goals and objectives. A printed program containing the schedule, the project's partners, and the presenters' biographies will be handed out at the workshop. A media release will be designed and sent to public officials, newspapers, radio/television stations, and websites that promote cultural events in Indiana. Our partnering organizations will be asked to share the information with their email lists and social media outlets. The workshop will be documented and posted on social media, as well as Moriarty Media's Carmel Film Forum website. Project Evaluation: The participants will receive a questionnaire with the following questions. How did you find out about the 2021 Carmel Film Forum? (Circle all that apply) Email/ social media/ internet/ newspaper/ television/ radio/ poster/ friend/ other Did the 2021 Carmel Film Forum broaden your knowledge about film production? YES/ NO If YES, What benefit did you receive? What could be done to improve the forum? 11/18/2020 To Whom it May Concern: My name is Chris Overpack and I've served as Board President for The Bigger Picture Film Group (DBA Indy Film Fest) since 2016, We have worked with James Moriarty and the Carmel Film Forum since 2017 As a strident supporter or the arts generally and film specifically, I feel strongly that the work Mr. Moriarty does is critical to our community. I have been extremely impressed with James and his vision for the Carmel Film Forum, and I have seen firsthand the impact it has. He does an exceptional job at engaginghisaudienceandprovidinganexperiencethatwouldotherwisesimplynotexistinourcommunity. James Moriarty is an asset to our local arts community and I have no doubt that he will deliver another impactful, education and inspiring event in 2021, Sincerely, Chris Overpeck Indy Film Fast H Board President C A R M E L CLAY PUBLIC LIBRARY November 16, 2020 The Carmel Clay Public Library is excited to again collaborate with James Moriarty of Moriarty Media on the Carmel Film Forum in 2021. The past four Carmel Film Forum events were well received by participants and met their goal of offering a unique opportunity for attendees to learn about filmmaking, engage with professionals, and develop their own creative ideas. In 2020, despite the pandemic, Moriarity pivoted to offer a virtual workshop and contest, that was not only still engaging, but also increased accessibility and participation. The Forum supports the library's mission of inspiring lifelong discovery, facilitating collaboration, and connecting people with resources, and gives us the chance to introduce our Digital Media Lab to new audiences. This partnership has become a highlight of CCPL's programming year, and we hope to once again have the opportunity to be part of bringing creative people from the Carmel community together for this project. Sincerely, Sara O'Sha Adult Services Assistant Manager Chair, Library -wide Programming Committee sosha,, cormel.lib.in.us 317.814.3952 2140 E. 1161" St, Carmel, IN 46032 317.814.3900 carmelclaylibrary.org To Whom It May Concern: Please let this letter serve as a letter of support for the Carmel Film Forum Documentary and Filmmaking Workshop. As a local business and resident of the city of Carmel, the importance of our support of the arts, especially the area of photography and filmmaking, cannot be understated. These types of events and workshops are critical to the culture and diversity of our community. Our business, Roberts Distributors LP (dba Roberts Camera) has worked with James Moriarty on several occasions and we have partnered with him to teach filmmaking workshops at our store. I can say firsthand that his classes are extremely education and provide a wonderful value to his students. He is passionate, knowledgeable and an excellent teacher, I am confident in his ability to put on a successful filmmaking workshop. We are in support of his project and we plan to provide assistance related to promotion as well as a prize for the winner. We look forward to the opportunity to partner with lames and the Carmel Film Forum Thank you, Meredith Reinker Partner/Owner Roberts Camera/UsedPhotoPro 317-636-5544 mreinker@robertscamera.com 220 F ST "-A!q Sl • INDIANAPO)LIJ, IN 4610^ 3'7' 636-5544 - Fax: (317) 6 36-5793 • infn@robertscamera.com 11190 Oak Ridge Drive Fishers, IN 46038 To: The City of Carmel November 17, 2020 Greetings: Last year, I had the pleasure of attending the Carmel Film Forum's seminar on budgeting for film production and raising the money for same. I found it to be immensely helpful in my own efforts to acquire funds for documentary projects. The presenters came from a variety of backgrounds and certainly displayed a wealth ofknowledgeandexpertise. More than that, I was able to network with other filmmakers and learn of their various projects and the passion that fuels them. This year, I have been honored by being asked to be a presenter. By way of introduction to you, I am a 35-year veteran of the 'TV wars," with programs appearingonDiscovery, TLC, ESPN, and locally, on WRTV, WTHR and WFYI. My focus in the last decade has been on creating Emmy-winning documentaries. I currently have my own video company, "A Cat with Gloves." Let me tell you a little secret about documentaries. Everyone has a documentary Idea, something they feel strongly about and want others to learn from. And now, with technology becoming readily available, those new voices and their novel ideas can come to life. I believe it's "the more the merrier' when it comes to sharing knowledge about the direction we wish our communities to take or in uniting us in those moments of joy or sadness which make us truly human. If I can contribute something to making a novice filmmaker's vision possible or in adding a little more emotional polish to the work of an experienced craftsman, I have done my job. That is why I enthusiastically support the work of the Carmel Film Forum; quite lookingforwardtoit! It's going to open the doors to many voices in our civil discourse. In shaping these new videos with more clarity, precision and emotional power, you could not find a better partner than the Carmel Film Forum. And who knows? The seeds it plants today may have great rewards in years to come. Jim Simmons To Whom It May Concern, 4196 EAST EMERALD DR, KENNESAW GA 30144 404.510.0813 CC ProMedia@GMAT L.COM Hello, My name is Imoto Harney. I am the owner of multimedia production company Captain Crazy Productions, Inc. I am one of James Moriarty's producing partners, and ever since we started working together, he always brings up Carmel Film Forum and how amazing a program it is! I have learned that this film forum is such a valuable resource and asset to our film community in whole and would love to join the movement! James invited me to talk about producing content using smart phones. This subject is important to me because it empowers creators to do whatever they can to tell their stories, and they have all the tools to do it right on their smart phone! I have produced many videos that have been shot and edited solely on an iPhone and want to share with your community all the tips and tricks I have to making it a successful workflow. James has created an amazing seminar outline for this topic, and I am honored that he reached out to me to be a guest speaker! I cannot wait to help inspire others to create with your program. Respectfully, Imoto Harney Owner, Captain Crazy Productions, Inc 2021 CARMEL FILM FORUM DOCUMENTARY FILMMAKING WORKSHOP & FESTIVAL Description 6 Featured speakers Costs 600.00 4 Film festival reviewers 400.00 Digital camera purchase for winner of the film festival 500.00 Video producing and project management 640.00 Teaching workshops, film screen and hosting Q&As Writing/editing curriculums, promotions, program, and evaluation 640.00 640.00 Photography and graphic design for promotions, program/ curriculum layouts and PowerPoint presentations 640.00 Video editing video for presentations and film festival screening 640.00 Web page development, online participant registration forms and website server fees 400.00 Online social media promotions and FaceBook boosting fees 250.00 Event product subtotal 5,350.00 Non-profit 501(c)(3) fiscal agent fee (10%) 535.00 Total grant request 5,885.00 State of Indiana Office of the Secretary of State CERTIFICATE OF INCORPORATION of THE BIGGER PICTURE FILM GROUP INC. I. Todd Rokita, Secretaiz- of State of Indiana. hereby certiA, that Articles of Incorporation of the above Non -Profit Domestic Corporation has been presented to me at my office, accompanied by the fees prescribed by late and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991. NOW, THEREFORE, with this document I certify that said transaction will become effective Thursday, October 14, 2010. hi Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, October 14, 2010 irrTl TODD ROKITA, SECRETARY OF STATE 20101014000-0 20101014000-0 11/18/2020 BPFG Indiana Nonprofit Sales Tax Exemption Certificate.jpeg a;' Indiana Department of Revenue t Indiana Government Center North Indianapolis, Indiana 46204 Indiana Nonprofit Sales Tax Exemption Certificate Form NP—I (This certificate may not be used to collect sales tax) State Form 51065 4-03) TID: 0141711248 LOC: 000 CorresplD: 1100087544408 Issued: 10/21/2011 1100087544408 1111111IIIIb1111MlWININhill1tl!I F11111111i11P.1lllVIll1Mjilt BIGGER PICTURE FILM GROUP INCORPORATED 719 112 MASSACHUSETTS AVE STEB INDIANAPOLIS, IN 46204 01 ganizattion is only exempt from payment ofsales tax on purchases for which the orl-anizalion is granted exemption. Detach Here) Qm16 ing for sales tax exemption requires the completion and filing (il an application form prescribed by the Indiana Department of Revenue. The taxpayer Identification Number (TID) above must be provided to the retailer if purchases arc to be exempt from sales tux. In addition, to qualilj Ior sales tax exemption, such purchases must he used for purposes described in Information Bulletin #10, The TID mist be used on Sales Tax Exemption Certificates (Sl'-105 i when making qualified purchases. The fact that an organization is granted exemption from income lax by. the federal government, or that it at one time was granted such an exemption by the State of Indiana. does not neccessarily mean that a purchase made by a nonprofit organization is exempt from sales lax. Requirements for Sales Tax Exempt Purchases by Nonprofit Organizations: A. Purchases by a Nonprofit Organization for its Own Use: 1. In order to qualify for sales tax exemption on purchases, a nonprofit organization, must satisfy the following conditions: - - - a) The organization must be named or described in IC. 6-2.5-5-2 1 (b). Organizations named or described in this Code section are organized andoperated exclusively for one or more of the following purposes: - ON Charitable Educational Fraternal Literar• Religious - Scientific b) Included in the above general organizational categories are the following specifically named types of nonprofit organization: Business Leagues Churches Convents Fraternities Lahor Unions Licensed Hospitals Monasteries Parochial Schools Pension Trusts Shared Hospital Services- Sororities Student Cooperative Housing 2. In order to qualify for sales tax exemption, purchases must be used for the same purposes for which the nonprofit organization is granted exemption. - 1. Purchases for rite private benefit of anv member, director, or officer of the nonprofit organization, at for am other individual are not eligible for exemption. Purchases used,for social purposes are never exempt. 1 B. Purchases by Nonprofit Organization for Resale: Purchases of tangible personal property purchased for resale by nonprofit organizations are eligible for sales tax exemption. https:// drive.google.com/drive/u/l/search?q--tax exempt try RECEIVED 10/14/2010 08:54 AM APPROVED AND FILED TODD ROKITA INDIANA SECRETARY OF STATE 10/14/2010 8:54 AM ARTICLES OF INCORPORATION Formed pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991. ARTICLE I - NAME AND PRINCIPAL OFFICE THE BIGGER PICTURE FILM GROUP INC. 719 1/2 MASSACHUSETTS AVE SUITE B, INDIANAPOLIS, IN 46204 ARTICLE II - REGISTERED OFFICE AND AGENT CRAIG MINCE 719 1/2 MASSACHUSETTS AVE SUITE B, INDIANAPOLIS, IN 46204 ARTICLE III — INCORPORATORS CRAIG MINCE 719 1/2 MASSACHUSETTS AVE SUITE B, INDIANAPOLIS, IN 46204 Signature: CRAIG MINCE ARTICLE IV — GENERAL INFORMATION Effective Date: 10/14/2010 Type of Corporation: Mutual Benefit Corporation (all others) Does the corporation have members?: Yes The purposes/nature of business TO PRESENT FILMS THAT INFORM, ENLIGHTEN, AND EDUCATE THE COMMUNITY BY PROVIDING A VIVID REFLECTION OF THE RICH CULTURAL DIVERSITY OF INDIANAPOLIS AND THE WORLD BEYOND OUR DOORS. Distribution of assets on dissolution or final liquidation UPON DISSOLUTION OR FINAL DISTRIBUTION OF THE CORPORATION, THE ASSETS OF THE CORPORATION REMAINING AFTER PAYMENT OF OR PROVISION FOR THE LIABILITIES AND OBLIGATIONS OF THE CORPORATION SHALL BE DISTRIBUTED EXCLUSIVELY TO SUCH TAX-EXEMPT ORGANIZATION OR ORGANIZATIONS DESCRIBED IN INTERNAL REVENUE CODE SECTION 501(C)(3) AS THE BOARD OF DIRECTORS SHALL DETERMINE. Page i of 1 Control Plumber 2010101400070 / DCN 2010101436596 Transaction Id TRI O100700175 11/17/2020 BPFG 501c3.jpeg INTERNAL REVENUE SERVICE P. O. BOX 2508 CINCINNATI, OH 45201 THE BIGGER PICTURE FILM GROUP INC 719 1/2 MASSACHUSETTS AVE STE B INDIANAPOLIS., IN 46204 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 27-4344743' - DLN: 17053125301011- Contact Person: RICHARD J ICEMBLE ID# 31663 Contact Telephone Number: 877) 829-5500 Accounting Period Ending: August 31 Public Charity Status: 509(a)(2) Form 990 Recr_uired: Yes Effective Date of Exemption: October 14., 2010 Contribution Deductibility: Yes Addendum Applies: No We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. Contributions to youare deductible under section 170 of the Code. You arealso qualified to receive tax deductible bequests, devises,'transfers or gifts under section 2055, 2106 or.2522 of the -Code..- Because this letter could help resolveanyquestions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501(c)(3) of the Code are further classified as either public charities or private foundations. We determined that you are a public charity under the Code section(s) listed in the heading of this letter. Please see enclosed Publication. 4221-PC,. Compliance Guide for 501(c)(3) Public Charities, for some helpful information about your responsibilities as an exempt organization. Sincerely, Lois G. Lerner Director, Exempt Organizations Enclosure: Publication 4221- PC Letter 947 (DO/ CG) https:Hdrive.google. com/drive/u/1/search?q=tax exempt 111 STATE OF INDIANA } SS: COUNTY OF HAMILTON ) AFFIDAVIT I, C 14 2' f 0 VER. PF-Gk , an authorized representative Of. '1 (Fr 2I SIC, t 2 !C?U2i 1 uw ("Grantee"), being first duly sworn upon my oath, state that pursuant to paragraph 2 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 calendar year ending 2019 totaled $_ 0 (, Signature Printed Name e 14 0 /s Subscribed and sworn to before me, the undersigned Notary Public, this _ 4V\ day of R.OJ Q.m 2020. SEAL] PpY b Nolary Public 20 e` P Stale of Indiana sc.l. * Melanie Bennett Commssmn Number NP0721937u'1°o;,xo r My Commission Expires O8/20/2027 Signatu Public Printed Name I'VldQ r I P ` & NLti Resident of Mall,nl County, Indiana My Commission Expires: lj I Zb ?1623 The Bigger Picture Film Group STATEMENT OF ACTIVITY January - October, 2020 TOTAL Revenue Grant 8,236.7E Sponsorship 15,250.00 Submission Fees 6,000.00 Ticket Sales 15,174.51' TotalReuenue 44,661M GROSS PROFIT 44,68L27 Expenditures Bank Charges 22,OC Dues & Subscriptions 750.00 Event Cost 16,246.04 Insurance 3,659.00 Legal & Professional Fees 804.54 Marketing 14,367.1 E Meals and Entertainment 104.34 Office/General Administrative Expenditures 274.00 Rent or Lease 4,050.00 Sponsor Cost 4,500.00 Supplies 5.82 Taxes & Licenses 22.00 Utilities 479.92 Web/Tech 2,870.7E TotalExpa ebjes 48155a: NET OPERATING REVENUE 494.2€ 4-%484.2€ The Bigger Picture Film Group STATEMENT OF FINANCIAL POSITION As of October 31, 2020 Current Assets Bank Accounts Cash on hand Community Partner Ch (XXXXX 1536) PayPal Iotal9ankAmounts TOTAI 0.0( 23,188.6- 1,136.4: 24425-0: Other Current Assets Undeposited Funds 0.0( Total Other currentAssets FLOE total cuaaMAsaets 24.325.Oi TOTALASSETS 24,325.0: LIABILITIES AND EQUITY Liabilities Current Liabilities Other Current Liabilities Loan 0.0( Total Other cursentJ f -0( Totalcurrent1kh as O.OE Total13a6tes ELOf Equity Opening Balance Equity 19,024.3E Retained Earnings 3,675.5! Net Revenue 1,625.1( Total -Equity 24,32&O: TOTAL I (eon M-SANDEQUITY 24X&O: Short Form We No. 1545-1150 Farm 990-EZ Return of Organization Exempt From Income Tax 2018 Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) Do not enter social security numbers on this form as it maybe made public. Open t0 Public Department of Me Treasury Inspection Internal Revenue Service Go to wwwJrs.gov1Form990EZ for instructions and the latest information. A For the 2018 calendar year, or tax year beginning 09-01 ,2018 andendin 08-31 ,2019 B Check if applicable: C Name oforganization D Employer identification number Address change BIGGER PICTURE FILM GROUP INC 27-4344743 Name change Number and street (or P.O. box, 0 mail is not delivered to street address) Room/sulte E Telephone number Initial return Final return/terminated 125 N SOUTH STREET 1930 Amended,slum City or town, state or province, country, and ZIP or foreign postal code F Group Exemption Application pending Indianapolis, IN 46206 Number G Accounting Method: ® Cash Accrual Other (specify) H Check ® if the organization Is not 1 Website: w1aw. indyfilinfest. org required to attach Schedule B J Tax-exempt status check only one) - © 501(o)(s) 501(c)( ) (insert no. 4947(a)(1) or 527 Form 990, 990-EZ, or 990-PF). K Form of organization: ® Corporation Trust Association Other L Add lines 5b, so, and 7b to line 9 to determine gross receipts. If gross receipts are $200,000 or more, or if total assets Part II, column B are $500,000 or more, file Form 990 instead of Form 990-EZ .......'........ $ 112,810 Part I Revenue, Expenses, and Changes in Net Assets or Fund Balances (seethe instructions for Part 1) Check if the organization used Schedule O to resnond to env nuestinn in this Part I rvl 1 Contributions, gifts, grants, and similar amounts received ................... 1 8,853 2 103,9572Programservicerevenueincludinggovernmentfeesandcontracts......... .. ... 3 Membership dues and assessments .................. .... ... 3 4 Investment income ...................... .. ... 4 5a Gross amount from sale of assets other than inventory . .... . 5a. b Less: cost or other basis and sales expenses ...... .. ..... 5b c Gain or (loss) from sale of assets other than inventory (Subtract line 51b from line 5a)-...-.... ... 5c 6 Gaming and fundraising events: a Gross Income from gaming (attach Schedule G If greater than a° 15,000)..................................... 6a b Gross income from fundraising events (not including $ of contributions from fundraising events reported on line 1) (attach Schedule G if the sum of such gross Income and contributions exceeds $15,000) . .... 6b c Less: direct expenses from gaming and fundraising events ..... ..... 6c d Net income or (loss) from gaming andlundraising events (add lines 6a and 6b and subtract line6c)....................:............................... 6d 7a Gross sales of inventory, less returns and allowances ..`........... 7a b Less: cost of goods' sold.. ..... ............ 7b c Gross profit or from sales of inventory (Subtract line 7b from line 7a).................. 7c 8 Other revenue (describe in Schedule O).................................. 8 9 Total revenue. Add --lines 1, 2, 3, 4, 5c, 6d, 7c, and 8 .......................... 9 112,810 10 Grantsand similar amounts paid(listin Schedule O)t ............................ 10 11 Benefits paid to or for members ... .................................... 11 m a, 12 Salaries, other compensation, and employee benefits ............................ 13 Professional fees and other payments to independent contractors ...................... 14 Occupancy, rent utilities, and maintenance ................................ 15 Printing, publications, postage, and shipping ................................ 12 13 14 6, 245 15 100 16 83,504 16Otherexpenses (describe in Schedule O).................................. 17 Total expenses. Add lines 10 through 16................................ 17 89,849 18 Excess or (deficit) for the year (Subtract line 17 from line 9) ......................... 19 Net assets or fund balances at beginning of year (from line 27, column (A)) (must agree with 1s 22,961 end - of -year figure reported on prior year's return) .............................. 19 11,996 20 1,779 20OtherchangesInnetassetsorfundbalances (explain in Schedule 0).................... 21 Net assets or fund balances at end of year. Combine lines 18 through 20.. .. P. 1 21 1 36,736 I - or Paperwork Keduction Act Notice, see the separate instructions. Form 990-EZ (2018) EEA N Moriarty Media 10125 Marwood Trail West Drive Indianapolis, IN 46280 317.581.9126 lames@ moriartymedia.com 2020 CARMEL FILM FORUM CARMEL ARTS GRANT YEAR END REPORT Project Title: 2020 Carmel Film Forum: Stop Motion Animation Celebration Grant Amount: $5,000 Dates of Production: June 20 and June 27, 2020 Project Activity Location: Zoom Webinar 100 Seats Available: 100 Registrations Artistic Documentation: Links to video documentation, webinar screenshots, examples of marketing materials, program, and curriculum are attached. Project Manager James Moriarty Moriarty Media (317) 581-9126 james@moriartymedia.com www.moriartymedia.com Overview: Thanks to a Carmel City Arts grant of $5,000.00 to the Indy Film Fast, Moriarty Media, and Carmel Clay Public Library were able to produce the 2020 Carmel Film Forum: Stop Motion Animation Celebration. Due to the COVID-19 (coronavirus) pandemic, the 2020 Carmel Film Forum was converted from an in -person hands-on stop motion animation workshop, held at the Carmel Clay Public Library CCPL) to a two -session webinar hosted on CCPL's ZOOM account. The first session was presented on June 20, 2020, from 2 pm to 4 pm. It was co -hosted by James E. Moriarty from Moriarty Media and Sara O'Sha, CCPL's Audiovisual Services Supervisor. The webinar featured professional animator, Lisa Barcy, streaming from Chicago, who taught animation techniques employing drawing, paper cut-outs, and 3D objects. Participants registered at carmelclaylibrary.org. Once registered, a program/curriculum was emailed to the participants, along with a list of the tools, software, and supplies needed for the workshop. The participants were encouraged to make an animated clip, using the techniques demonstrated in the program and upload their clips to be judged. Monday, July 20, 2020 Session two was held on Saturday, June 27, 2020, from 2 pm to 4 pm. There was a screening of the submitted clips to the stop motion animation contest. During the screening, Lisa Barcy made comments about the positive use of animation techniques used in each film. Lisa announced the winner of the stop motion animation contest, who was awarded a license to a copy of the Dragonframe professional stop motion animation software, a $300 value. A retrospective of Lisa Barcy's animation work was watched, and a Q&A with Lisa was conducted. Outcome: The 2020 Carmel Film Forum: Stop Motion Animation Celebration ZOOM webinar was limited to 100 seats and sold out a week before the event. There were requests for a documentation video to be posted for those who could not attend the ZOOM webinar, which can be seen at http•//moriartymedia coml2020-carmel-film-forum-stop-webinar-documentation-video. There were sixteen animated clips created for the Animated Clip Contest. A highlight reel of the animated clips can be seen at http://moria[Wmedia.com/2020-carmel-film-forum-stop-motion- animation-celebration-worksho-hhighlight-reel. The winner of the Animated Clip Contest was Olivia Witta from Carmel, Indiana. Her winning film can be seen in its entirety at http;// moriartymedia.com/hands-olivia-witta. All of the granted funds were used in producing, marketing, and documenting the project. We received enthusiastic feedback on the participant evaluation forms. Participants willingly embraced using the ZOOM webinar format in lieu of a hands-on event held at the CCPL. On the question of how the event could be improved, a participant joining the webinar from outside Carmel, Indiana, requested the clarification of time zones on the poster. We also had an interesting evaluation form sent in from a participant from Indianapolis. When answering the question, what did you like about the Carmel Film Forum? He stated, "I liked that we actually got to do the work we were studying. I didnI expect that, and I was pleasantly surprised. Plus, the ZOOM presentation was so great! I am chronically ill, so I cant really attend seminars in person, so I appreciated this remote option so much!" When answering the question, what could we do to improve the Carmel Film Forum he wrote. "I don know if this would be considered an improvement, " but even after COVID has passed, I hope that CFF will continue to offer this online option and the in -person presentation. I would totally tune in to the live lecture via Zoom." Benefits: The participants have learned filmmaking skills from experienced professionals. They have been able to share their ideas and receive support from each other. They are better prepared to achieve their filmmaking goals. Plus, the new ZOOM webinar format allowed participants from outside Indiana to learn about the City of Carmel as a supporter of creativity and filmmakers. Monday, July 20, 2020 VIDEO DOCUMENTATION LINKS Webinar Documentation: httpJ/moriartymedia.com/2020-carmel-film-forum-stop-webinar- documentation-video Animation Highlight Reel: hapl/moriartymedia com/2020-carmel-film-forum-stop-motion-animation- celebraton-workshop-highlight-reel Olivia Wifta: Stop Motion Animation Contest Winner: hUpJ/moriaqmedia.com/hands-olivia-wftta. WEBINAR SCREENSHOTS Monday, July 20, 2020 MARKETING MATERIALS PRESS RELEASE The 2020 Carmel Film Forum: Stop Motion Animation Celebration webinar will be hosted by the Carmel Clay Public Library on June 20 and 27. The webinar is FREE and will consist of two sessions. The first session will be held on June 20, 2020, from 2 pm to 4 pm. It will be co -hosted by James E. Moriarty from Moriarty Media and Sara O'Sha, CCPL's Audiovisual Services Supervisor. The webinar will feature professional animator, Lisa Barcy, streaming from Chicago, who will teach animation techniques, employing drawing, paper cut-outs, and 3D objects. The participants will be encouraged to make an animated clip, using the techniques demonstrated in the program, and upload they're clips to be judged. The winner will receive a license to a copy of the Dragonframe professional stop motion animation software, a $300 value. Session two will be held on Saturday, June 27, 2020, from 2 pm to 4 pm. Lisa Barcy will announce the winner of the contest. All animated clips will have been edited into a musical montage for screening. The winning clip will be shown in its entirety. A retrospective of Lisa Barcy's animation work will be screened. A Q&A with Lisa will be conducted after her screening. Participants can register at carmelclaylibrary.org. Once registered, a webinar link will be emailed to the participant, along with a program/curriculum, list of the tools, software, and supplies they will need for the workshop. Seats for the webinar are FREE but limited. The 2020 Carmel Film Forum is sponsored by The City of Carmel, Moriarty Media, Carmel Clay Public Library, and the Indy Film Fest. QUESTIONS CONTACT James E. Moriarty Producer/Director Moriarty Media Office 317.581.9126 james@moriartymedia.com Monday, July 20, 2020 PRESENTED SESSIONS The 2020 Carmel Film Forum is sponsored by The City of Carmel, Moriarty Media, Carmel Clay Public Library, and the Indy Film Fest, LCLAYCCCIrLPUBLICELIBRARY Register at carmelclaylibrary.org. 2020 Carmel Film Forum MoriarttWedia com Page 1 A MESSAGE FROM JIM BRAINARD, MAYOR OF CARMEL INDIANA Welcome to the 2020 Carmel Film Forum: Animation Celebration. I'm delighted to welcome you to this fun and educational webinar about animated filmmaking. Carmel has a long history of support for the arts, particularly the public arts. Our investment in world -class arts facilities, including The Palladium, The Tarkington Theater and The Studio Theater, has not only served the purpose of lifting our spirits and enlightening our minds, but has also proved to be an important economic driver for Carmel and the Indianapolis metro area and will continue to do so for decades. The power of film has long been a part of the American experience, dating back to the silent films, early Hollywood blockbusters and the many genres of film that emerged in the last century. In most cases, we experienced these in big -screen theaters or drive-ins. Today, fans of film have a number of new ways to enjoy films at home on their own big screens, on hand-held electronic devices, even on cell phones. The future of filmmaking, particularly indie films, is bright. The City of Carmel is proud to support the Carmel Film Forum. Very truly yours, James Brainard Mayor of Carmel Indiana 2020 Carmel Film Forum MoriartyMedia_com Page 2 WELCOME TO THE CARMEL FILM FORUM The Carmel Film Forum started four years ago when James Moriarty received a Carmel Arts Grant for his proposal to design a forum to celebrate the filmmaking art and encourage filmmaking in Indiana. Positive response to the 2017 Carmel Film Forum resulted in the awarding of a second grant, making possible the 2018 Carmel Film Forum: Focus on Filmmaking, which featured the art of screenwriting. The award of a third grant provided the 2019 Carmel Film Forum: Making the Big Picture, which emphasized filmmaking preproduction and crowdfunding. Due to the COVID-19 (Coronavirus) pandemic, the 2020 Carmel Film Forum: Stop Motion Animation Celebration will be offered as a two session webinar, presented via the Carmel Clay Public Library's Zoom account. The Carmel Film Forum is not a film festival. Its purpose is to provide an opportunity for those who are making films to discuss their experiences, to encourage those who want to become filmmakers, and to learn from professionals in the field. James would like to see this concept continue so that filmmakers who receive inspiration from the these events can return at a future time to share their films. James owes special thanks to Mayor Brainard and the Carmel City Council for their support of the Carmel Film Forums. Additionally, he wants to thank Sharon Kibbe and Nancy Heck, of the mayor's office, for their assistance. Thanks to Chris Overpeck, Board President of the Indy Film Fest, which is the fiscal sponsor for the Film Forum grants. Sara O'Sha, Jason Messman, Christy Walker, Samantha Wilson and the staff of the Carmel Clay Public Library have embraced the Carmel Film Forums and have contributed their valuable time and resources. Thanks so much to you all. 2020 Carmel Film Forum Mori_artyMedia com Page 3 2020 CARMEL FILM FORUM IS SPONSORED BY go Moriarty Media Your Full Service Media Provider CARMELCLAY PUBLIC LIBRARY Indiana Slate University Investing in the arts to serve the community by lifting spirits, enlightening minds, and driving Carmel's and Indianapolis' metro area economies forward. To help individuals and organizations apply creative solutions for their media needs. To inspire lifelong discovery, facilitate collaboration, and conned people with resources. Indy Film Fest creates a shared experience around film by championing movies that entertain, challenge and expand perspectives in Indianapolis and beyond. J. ?13 r'arrnal `ILn Fpgori CARMEL FILM FORUM CREATOR AND HOST JAMES E. MORIARTY James received his Bachelor of Fine Arts from the School of the Art Institute of Chicago in 1991. During his four years there, he took classes in liberal arts, art history and art techniques, as well as film studies and filmmaking. As digital technology has become more prevalent, James has embraced it and kept his digital skills current for his professional use at Moriarty Media. James is associated with a number of professionals with diverse talents that he can call upon for special skills. For over 20 years James and his associates have produced a wide variety of media projects such as: advertising, event productions, fund-raising music videos, industrial films, independent documentaries, television commercials, educational and e-commerce websites, interactive kiosks and educational workshops. He currently is working on a feature length film. To view his work and his client list, please go to his website: MoriartyMedia.com. James has been married to his wife Ingrid since 1996. She is his muse, his business partner and his best friend. She supports him in all of his creative endeavors. FEATURED SPEAKER LISA BARCY Lisa is an animator and artist whose previous films include Mermaid and The Guilt Trip, or the Vatican's Take a Holiday. She did her undergraduate studies at The School of the Art Institute of Chicago and her graduate work at Columbia College Chicago, where she created her film, Mermaid. Her work has screened internationally at festivals such as Slamdance and The Ottawa International Animation Festival. She's been awarded the Director's Citation three times at The Black Maria Film Festival, and Best Animation at both the Chicago Underground and Ann Arbor Film Festival. She also created the music video, Anonanimal, for Andrew Bird. Before teaching on a full-time basis, she created animation and large puppets for Chicago -based theater and dance companies such as Redmoon Theater and The Seldoms. From 1997 - 2008, she taught animation at SAIC and Columbia College. When not animating, she is usually creating collages and artist's books from dead people's things found at estate sales and basically doing anything else she can think of to keep her hands dirty and/or covered in glue. She wields her X-acto knife and teaches animation at DePaul University in Chicago, often at the same time. 2020 Carmel Film Forum MoriartyMedia_com Page 5 STOP -MOTION ANIMATION SOFTWARE AND SUPPLIES I ........... I ..... To participate fully in the 2020 Carmel Film Forum: Stop -Motion Animation Celebration webinar, we recommend you acquire the following software and supplies. SMARTPHONE First, you'll need a smartphone with a working camera and enough memory to install a stop -motion app and to record several video clips. STOP -MOTION ANIMATION SOFTWARE Install on your phone the Cateater's Stop -Motion Studio Pro app for iPhone or Android. Download it at https://www.cateater.com. A FEW WAYS TO MAKE STOP -MOTION ANIMATION Clay Cut-outs/Collage Objects/Pixilation Under -The -Camera CLAY ANIMATION SUPPLIES NEEDED Any non-drying, colored clay Recommended brands are Claytoon, Crayola, Van Aken Plastilina, Sargeant modeling clay Miscellaneous clay sculpting tools Aluminum armature wire - for longer or heavier parts like tails or limbs I* CLAY ANIMATED EXAMPLES: Gumbasia by Art Clokey- https://www.youtube.com/watch?v=VaZzRUc2COA Fluxos/Flows by Diego Akel - https://vimeo.com/96499778 PuGongYing by Shiyii Xiong - https://vimeo.com/166132587 Eager by Allison Schulnik - https://vimeo.com/83390470 Spontaneous Generation by Andy Cahill - https://vimeo.com/12497460 2020 Carmel Film Forum Mor_artylVedia_com Page 6 CUT-OUTS AND COLLAGE TECHNIQUES SUPPLIES NEEDED: X-acto knife and scissors A small cutting mat A hole punch Masking tape - I like blue painter's tape but any kind will do Elmer's glue A bamboo skewer - helps with animating small bits! You can also sharpen the end of a paintbrush. POSSIBLE SOURCE OBJECTS: Magazines Clip art Photos Xerox copies Your own drawings! Image: Terry Gilliam Image: Frank Mouris CUT-OUT AND COLLAGE ANIMATION EXAMPLES: Cinderella by Lotte Reiniger - https://youtu.be/Kku75vGDD_0 Consuming Spirits by Chris Sullivan - https://youtu.be/5xXAPZ7Hybo Paper Cut -Out Animation Channel by Jennifer Linton https://vimeo.com/ channels/cutouts Animation Tutorial by Terry Gilliam - https://youtu.be/KOgcHCEgOl k 2020 Carmel Film Forum MoriartyMedia com Page 7 OBJECT AND PIXILATION Image: Jan Svankmajer POSSIBLE SOURCE MATERIALS: Objects - any kind! Multiples of items have more animation potential Pixilation - willing human subjects OBJECT AND PIXILATION ANIMATION EXAMPLES: Dimensions of Dialogue by Jan Svankmajer - https://youtu.be/L-gGpWpra-g AChairy Tale by Norman McLaren - https://youtu.be/5XIiWOuDuxc Fresh Guacamole by PIES - https://www.youtube.com/watch?v=dNJdJlwCF_Y Sleepy Steve by Meghann Artes- https:Hvimeo.com/168639256 Pixilation Animation by Milad Fooladsheken - https://www.youtube.com/ watch?v=CeBu9pjZ9HU UNDER -THE -CAMERA DRAWING TECHNIQUES SUPPLIES NEEDED: Whiteboard and markers (good for beginners) Charcoal and eraser on paper Paint Anything small you want to experiment with (sand, beads, confetti, etc.) Image: Jake Fried 2020 Carmel Film Forum Moriarty edia.com 'r:+g ' CHARCOAL ON PAPER / PAINTING ON GLASS Image: William Kentridge UNDER -THE -CAMERA DRAWING ANIMATION EXAMPLES: Image: Caroline Leaf Whiteboard-Animation "Herbstmanover" by Alexandra Rench - https://virneo.com/129422399 Night Vision by Jake Fried - https://vimeo.com/139169629 A Masterclass Excerpt by Caroline Leaf - https://vimeo.com/158663642 DIY METHODS FOR SETTING UP THE CAMERA (FREE OR CHEAP!) Animating at home by Lizzy Hobbs - https://vimeo.com/398802797 The selfie stick method - https://www.amazon.com/qp/product/B07GDDZRTW/ ref= x yo dt b asin_title_o01_s00?ie=UTF8&psc=1 Other improvised methods - http://www.animationexploration.org/2020/03/15/diy-downshooter/ 2020 Carmel Film Forum Morm Media.com Page 9 U Stop Motion Studio Select 7)4— New Movie My Stop Motion Movie My Stop Motion Movie My Stop Motion Movie Camera SettlnUs My Stop Motion Movie f n My Stop Motion Movie My Stop Motion Movie gmrc My Stop Motion Movie 7 no acid TaP here to Some Pictures FRAME RATE, or FPS (Frames Per Second) This is the number of frames it takes for one -second of animation. Typically, animators will work at either 24 fps or 12 fps. The higher the number the more increments you will need to move your character to complete a second of animation, but the smoother and more fluid it will be. It can take a while to build up the stamina and patience to animate at 24 fps, so I recommend starting at a number no lower than 12 fps. The smaller your number, the choppier your animation will be, but at 12 fps it will still look pretty good. If you find your animation is moving too fast at 12 fps, it means you need to move the clay or object in smaller increments. To start, open app and begin a new movie. Shooting in High Definition (HD) Moriarty Media "J 2020 MorlartyMediaxom Page 11 PLAYBACK Click to loop clip playback. MANAL MODE Set the camera to manual. If you leave it on auto, the focus and exposure will move as your hands move in and out of the frame. MoriartyMedia .com MoriartvMedia.com Page 12 LIVE -FEED SETTINGS Click for live feed settings Flip and rotate as needed a 2020 Carmel Film Forum Moriar[y_Media.com Page 13 FOCUS Set to manual focus! If you leave it on auto -focus the focus will move as your hands move in and out of the frame. ISO (Sometimes called ASA) ISO is a camera setting that will brighten or darken a photo. As you increase your ISO number, your photos will grow progressively brighter. For that reason, ISO can help you capture images in darker environments. You should only raise your ISO when you are unable to brighten the photo via shutter speed or aperture instead (for example, if using a longer shutter speed would cause your subject to be blurry). 2020 Carmel Film Forum MoriartyMedia.com Page 14 LEI M Q+ •; Q [„ Done 60 1/125 1/100 1/90 1/80 1/60 '150 '/45 1/40 1/30 1/25 1/20 1/15 1/13 1/10 '/8 '/6 Shutter 0 O Mop—m 0Won L1- 1e 1,0) 1.5x 20, 2.5x 3.0 Zoom ANIMATING TIPS FROM AARDMAN ANIMATION 0 to 46 r n- '"""A a 40 0 jL 1v ~ Source: Cracking Animation 2020 Carmel Film Forum MoriartyMedia.com ia;=, 1(, Cartwheel morph: When a clay model is off -balance, support it with a fine invisible fish line wire suspended out of shot from a rig. Squeeze out two shapes that rise up, cross over and land in each other space. Then they form columns, lean inward, and intertwine. Make a smooth sausage shape and band to make an undulating caterpillar. See how its back arches up to power its movement ONION -SKIN The onion -skin setting gives you a transparent image of your live feed while showing you the previous frame, so you know how big or small of a movement you're making. SHOOTING FRAMES Click the red button to take frames or ... plug in your headphones and use the + button on the volume to take frames. This is good if your camera mounting is slightly shaky - you can shoot w/o touching the camera. (Note the frame numbers on the lower right- hand corner. 2020 Carmel Film Forum MoriartyMedia.com Page 18 Click the triangle to play it back. Scrolling through your frames Deleting bad frames - scroll to the frame you want to delete n s In wl4rnary Poma Aw1a FMt Uoro CO G 2020 Carmel Film Forum Mona rtvMedia. com Page 19 Stop Motion Studio Select New Movie My Stop Motion Movie My Stop Motion Movie My Stop Motion Movie IWO My Stop Motion Movie My Stop Motion Movie My Stop Motion Movie My Stop Motion Movie i Project Selected 2) New Movie My Stop Motion Movie 0 My Stop Motion Movie Cancel My Stop Motion Movie C., My Stop Motion Movie My Stop Motion Movie My Stop Motion Movie My Stop Motion Movie OW" 11111111 j Choose "Export Movie' Select where to export Export as many clips as you like. You can leave them as is, or edit them together and add sound later in a program like iMovie. 2020 Carmel Film Forum ModartyMedia.com Page 21 2020 CARMEL FILM FORUM STOP -MOTION ANIMATION CLIP CONTEST Create an animated clip, using the techniques demonstrated in this workshop, and upload your clip to be judged. The winner will receive a license to a copy of the Dragonframe professional stop motion animation software, a $300 value. On June 27, 2020, from 2 pm to 4 pm. Lisa Barcy will announce the winner of the contest All animated clips will have been edited into a musical montage for screening. The winning clip will be shown in its entirety. HOW TO PARTICIPATE IN THE STOP -MOTION ANIMATION CLIP CONTEST STEP 1: Label your animated clip's fi lename with the name of your animated clip. i.e., My Great Movie.mpg) STEP 2: Compose an email with the below information. Name of your animated clip: The name of your Animated Clip has to match the clip's filename i.e., My Great Movie) Your name: Your email• Your phone: STEP 3: Copy and paste the below "Consent Statement" at the bottom of your email, permitting us to use your animated clip. You will not be able to participate if you do not follow this step: I knowingly and voluntarily give consent to Moriarty Media, the Carmel Clay Public Library, and the City of Carmel the use of my animated clip in any media, for any purpose, which may include, among others, advertising, promotion, and marketing. 1 agree that my animated clip may be edited with other clips, altered, or modified. In addition, I agree to waive all claims present or future for compensation or damages for such use." STEP 4: Send your email to iames@moriartymedia.com STEP 5: Upload your animated clip to Dropbox https://www.dropbox.com/request/vNidHZnkmNs*PkadfcUM Your animated clip must be uploaded for judging no later than Thursday, June 25. If you have any questions, feel free to contact James at (317) 581-9126. 2020 Carmel Film Forum Moria yl\ edia.com FILMMAKERS RESOURCE L CLAYCcccreDLLCARPUBLICELIBRARY Don't let the Carmel Film Forum be your only connection to the Carmel Clay Public Library. CCPL offers an amazing collection of Blu-rays and DVDs, including feature films and documentaries that are essential tools for anyone interested in the art and history of film. Included are a large selection of films from the Criterion collection and many titles that are out -of -print or unavailable through streaming services. People who live elsewhere in Hamilton County can take advantage of a countywide reciprocal borrowing agreement that lets them use their home library cards to check out items from CCPL. Other visitors can purchase a Public Library Access Card in order to check out materials from any public library in the state of Indiana. Visit the library at carmelclaylibrary.orq or follow them on social media to learn more about their services and locations. 1 -. r,-- u DIGITAL r MEDIA LAB CARMEL CLAY PUBLIC LIBRARY Carmel Clay Public Library cardholders will find exciting technology at the library's Digital Media Lab (DML). Located just a block west of the library at 23 East Main Street, the lab contains hardware and software for creating and editing videos, editing photos, recording podcasts, and more. Included in the lab are five 27-inch iMac computers, two 3D printers, and a Whisper Room audio recording suite. Visit carmelclaylibrary.org/dml to learn more. Due to the COVID-19 pandemic, library services are temporarily altered. Find the latest information about changes to library services at carmelclaylibrary org/coronavirus. 2020 Carmel Film Forum MorlartJMediacom Pay„ 2 3 RESOLUTION NO. BPW 02-03-21-04 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrantBoothTarkington Civic Theatre.docx1/27/202110:01AM 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 Tarkington Civic Theatre (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, Michael J. Lasley 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, agrees to grant $ 210 , 000.00 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. Generally, the Grant award may not exceed one third 1/1) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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: 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, unaudited Balance Sheet and Income Statement, 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 8 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who 2 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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. 3 14. 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 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. 15. 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. 16. 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: Civic Theatre Printed Name of Officer: Michael J. Lasley Title: Executive Artistic Director Date: a Zp CITY OF C 37ME ("Grantor") By: James Brainard, Mayor Date: 1-13-2021 ATTEST: Date: 1-13-2021 If you have any question concerning the City of Camel's 2021 Arls Grant Program, grant writing, guidelines or application materials, contact: Sharon Kibbe, City of Carmel One Civic Square. Cannel. IN 46032. Phone: 317-571-2483. skibbe(alcarmcl'n eov. 112 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Booth Tarkington Civic Theatre Address:3 Carter Green Carmel. IN 46032 Telephone: 317.924.6770 Fax: Contact Person: Julia Bonnett Email: julia@civictheatre.org APPLICATION AMOUNT: $ 220,000 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Please see the attached narrative. Additional pages may be added to Exhibit 'A") Printed ,lq-ame of Officer: Michael J. LasleV BOOTH TARKINGTON CIVIC THEATRE 2021 CITY OF CARMEL GRANT APPLICATION ORGANIZATION DESCRIPTION Booth Tarkington Civic Theatre has been a vital part of the Central Indiana community for over 105 years by providing live entertainment, creative opportunities, and theatre education to residents of all ages and backgrounds. Civic's programs offer community members opportunities to directly engage on stage, behind the scenes, and in the audience with the support of experienced theatre professionals. By bringing together the best of local theatre professionals and highly talented volunteer actors, Civic is able to direct its resources into framing each performer with the most up-to-date theatre techniques, technology, and facilities, effectively minimizing overhead costs while maximizing the participant's experience. These strategies result in productions of artistic excellence that rival the work presented by fully professional companies, engaging an average of 30,000 audience members with live theatre annually. 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. Civic provides a broad range of performing arts workshops and classes for students, ages 18 months and older, with formal written evaluations, advanced levels of study, ties to Common Core State Standards as well as Indiana State Academic Standards, and established professionals as instructors. 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 20,000 annually. PRODUCTION The current plan for the 2021-22 season includes seven productions in the Tarkington and three productions in the Studio Theater, which will provide engagement opportunities for over 45,000 audience members. Civic is making every effort to include cancelled titles from 2020 in the next season including ELF THE MUSICAL, THE DIARY OF ANNE FRANK, MATILDA THE MUSICAL, and SATURDAY NIGHT FEVER. Additional titles for the season are still being considered, and final decisions will be made by February 2021. The production schedule will follow Civic's typical season, outlined in the table below. PRODUCTION DATES SHOWS SEATS 1 Young Artists Program Musical June 2021 4 2,052 2 Mainstage Fall Musical October 2021 10 5,130 3 Mainstage Holiday Musical December 2021 18 9,234 4 Children's Holiday Show December 2021 14 3,080 5 Mainstage Winter Play January 2022 14 7,182 6 Spring Children's Production February 2022 9 4,617 7 Studio Spring Play March 2022 14 3,080 8 Mainstage Spring Musical April/ May 2022 11 5,643 9 Jr. Civic Musical June 2022 9 4,617 10 Young Artists Program REVUE! June 2021 2 440 TOTALS 105 45,075 EDUCATION & OUTREACH Civic's education programs are unique to Central Indiana in that they are based on skill development rather than product development. In other words, Jr. Civic students develop essential life skills, such as communication, teamwork, and creativity, as they improve and perfect their performance skills. Civic's philosophy is to create a superior performer through proper technique and intensive study. This approach promotes meaningful and lasting change in the life of each student, whether they pursue a career in the performing arts or not. Civic serves Carmel's young residents by producing student matinees of mainstage and children's productions to appeal to audience members of all ages. Titles for children's productions are selected based on their appeal to students in grades K-12 and their relationship to current curriculum choices and academic standards. Civic's education department creates educator resources with ideas for classroom activities and discussion topics relating to the show's content, all tied to academic standards. The availability of inclusive performances expands Civic's typical audience by adding appeal for families of people with disabilities. These performances include minor adjustments for sensory sensitivities, American Sign Language interpreters, and/or audio describers for audience members with visual impairments. ADMINISTRATION Civic Theatre is in the beginning stages of updating its strategic plan to provide direction and focus when operations return to some semblance of normalcy. While it is sensible to believe true "normal" will not return for another three to five years, Civic board and staff members are taking advantage of this lull in production to address the long-term sustainability of the organization. As part of the new strategic plan development, Civic staff is dedicated to solidifying its commitment to diversity, inclusion, and equity in all facets of operations — on stage, in the classroom, in the audience, and behind the scenes. Civic's Executive Artistic Director has begun the process in establishing the Civic Theatre Equity Advisory Committee. This committee will be largely responsible for advising the board and staff with decisions in regard to diversity, inclusion, and equity. Civic's intent is to do more than address quotas or individual circumstances of racism. Through this committee, Civic wishes to acknowledge that racism and inequities exist and that the solution is systemic change through honest acknowledgement and discussion. Additionally, in a conscious effort to strengthen these values, The Civic Theatre Diversity Fund was established in June 2020. While Civic is proud of the steps it has made toward inclusion over the past few years, there is undoubtedly room to do much more to break down the barriers that have prohibited the BIPOC community from participating in Civic programs in the past. Contributions designated to this fund will help offset costs associated with being involved as an artist, staff member, instructor, student, or audience member at Civic Theatre. By addressing these principles directly and openly, Civic hopes to foster a safe, inclusive environment in the arts community of Hamilton County, starting at home. 2021 PROPOSED USE OF GRANT FUNDS In 2021, Booth Tarkington Civic Theatre will use support from the City of Carmel to generate significant economic activity in the City of Cannel and improve the quality of life for community members through theatre access, education programs, and outreach initiatives. With current restrictions and altered audience priorities due to COVID- 19, Civic Theatre expects to serve roughly 60% of its typical audience through mainstage and Children's Theatre productions. As the year progresses, Civic is hopeful that the virus will gradually be eradicated with the introduction of a vaccine, allowing for an ease in capacity limitations and inspiring an increase in patron confidence. With that in mind, Civic Theatre intends to utilize grant funding for production costs (contracted personnel, scenery, costumes, lighting, props, sound, etc.) during the 2021 calendar year to generate over $1,000,000 in economic impact for the City of Carmel, as outlined in the tables below. PRODUCTION DATES EST. EXPENSES 0o01 BUDGET GRANT ALLOCATION 1 A FEW GOOD MEN 1/22/2021- 2/6/2021 25,000.00 7% 14,379 2 PRIDE & PREJUDICE 2/12/2021- 2/27/2021 25,000.00 7% 14,379 3 THE COLOR PURPLE 4I30/2021- 5/15/2021 72,000.00 19% 41,412 4 REVUE! June 2021 500.00 0% 288 5 FROZEN, JR. 6125/2021- 6/30/2021 25,000.00 7% 14,379 6 SATURDAY NIGHT FEVER July 2021 35,000.00 9% 20,131 7 Fall Opening Production October 2021 75,000.00 200/6 43,137 8 ELF THE MUSICAL December 2021 115,000.00 30% 66,144 9 Children's Holiday Production December2021 10,000.00 3% 5,752 TOTAL 362,500.00 100% 220,000.00 2021 ESTIMATED RETURN ON INVESTMENT PRODUCTION GRANT FUNDS PATRONS' ECONOMIC IMPACT" CARMEL ROI 1 A FEW GOOD MEN 14,379 1,488 90,258.76 75,879.67 2 PRIDE & PREJUDICE 14,379 1,488 90,258.76 75,879.67 3 THE COLOR PURPLE 41,412 2,565 155,618.55 114,206.79 4 REVUE! 288 400 24,268.00 23,980.42 5 FROZEN, JR. 14,379 2,309 140,056.70 125,677.61 6 SATURDAY NIGHT FEVER 20,131 1,847 112,045.36 91,914.64 7 Fall Opening Production 43,137 3,078 186,742.26 143,605.01 8 ELF THE MUSICAL 66,144 6,464 392,158.75 326,014.96 9 Children's Holiday Production 5,752 2,464 149,490.88 143,739.25 TOTAL 220,000 22,102 1,340,898.01 1,120,898.01 Capacity limitations are currently at 29% for the Tarkington; Civic expects these restrictions to evolve and eventually dissolve with the introduction of a COVID-19 vaccine The Arts Council of Indianapolis' 2017 Economic Impact study states that each arts patron spends approximately $30.67 beyond the cost of a ticket. The Total Economic Impact is calculated by adding this to the average ticket price per show and multiplying by the number of patrons who attended. Booth Tarkington Civic Theatre FY21 FY22 Board Approved Budget Projected Budget (Nov 2020) REVENUE Mainstage 838,082 840,000 Subscriptions 130,620 125,000 Single & Group Ticket Sales 605,415 610,000 Jr. Civic Ticket Sales 25,111 27,000 Service Fees 64,436 65,000 Production Rental Income 10,000 10,000 Concessions 2,500 3,000 Education 193,180 176,000 Jr. CivicClasses and Workshops 158,380 158,000 Young Artists Workshops 18,800 18,000 Jr. Civic Travel Fees 16,000 0 Total Earned Revenue 1,031,262 1,016,000 Support Foundations 122,500 120,000 City of Carmel 220,000 225,000 Other Government Funds 22,000 22,000 Individual 100,000 100,000 Board Gifts 100,000 100,000 Corporate Sponsorships 120,000 120,000 Events 80,000 80,000 Total Contributed Revenue 764,500 767,000 In -Kind Revenue 145,000 145,000 TOTAL REVENUE 1,940,762 1,928,000 EXPENSES Salaries and Benefits 673,215 675,000 Production 478,443 480,000 Center for Performing Arts Fees 226,295 225,000 Marketing and Advertising 73,000 75,000 Administrative 168,820 170,000 Facilities 34,740 34,740 Civic Classes 60,500 44,000 Development & Fundraising 65,000 55,000 Other Expenses In -Kind Expenses 145,000 145,000 Depreciation Expenses 20,000 20,000 TOTAL EXPENSES 1,945,013 1,923,740 Initially, Jr. Civic budgeted for an educational trip for students to New York City in FY21 STATE OF INDIANA D7:PARTMENT OF STATE OTTO G. FIFIF.LD, Secretary of State To All To Whom These Presents Shall Come, Greeting: I, OTTo G. FIPIELD, Secretary of State of the State of Indiana, hereby certify chat the LITTLE THEATRE gOCIF.TY OF INDIANA a corporation duly organized and existing under the laws of the State of Indiana, has this day filed in the office of the Secretary of State, a certificate in duplicate, showing an amendment to the articles of incorporation of said company by ohanging the name of avid torpor-:tlon frori LITTLF. TIIFATR'-: ROCIFTY OF INDIANA to that of TRF CIVIO TIiEATM;R OF I inIARAPOLIS, It:C01tPnRATM And I further certify that said certificate is now of record and on file in this office. IN W1TNESS WHEREOF, I have hereunto set my 1jand and affixed the seed of the• State of ludiaua,attheCityofIndiaoahodh,this 34th do., o/ June Otto'G,"F'lfleld By J. Hiram Johneton A. D. 14 sg tl1¢rNary u! YbW Aest. 1 u J U N 24 1999 CERTIFICATE OF AMENDMENT OF The undersigned, Mortimer C. Furecott, President of the Little Theatre Society of Indians, a corporation organized and existing under "An Act for the incorporation of societies not for pecuniary profit, defining their porters and providing for the election of directors, the dissolution of such incor- porations, distribution of their property, and the changing of their articles of association, and declaring an emergency", adopted by the General Assembly of the State of Indiana, ap- proved March 61 1889, being Chapter LXXIX of the general laws of the State of Indiana for the year 1889, hereby certifies that Article V of the Code of Rules of said Little Theatre Society of Indiana provides as follows: The Artioles of incorporation, Code of Rules and Code of By-laws of this Society may be amended by a three -fourths vote of the full membership of the Board at any regular meeting of the Board of Directors, or at a special meeting called for that purpose, provided written notice of the meeting, including the nature of the proposed amendment, be given at least one woek in advent$ of the meeting," The undersigned further certifies that the Board of Di- rectors of said Society as at present constituted consists of nine members, and that at a special meeting of said Board, of which written notice stating the intention to amend the Articles of Incorporation of said Society so as to change the name of the Society from "Little Theatre Society of In- diana" to "The Civic Theater of Indianapolie, Incorporated" was given at least one week in advance, such meeting having been held on June 110 1929, the following resolution was adopted by a three -fourths vote of the full membership of said Board of Directors: RESOLVED, That Article I of the Articles of Incorporation of this Society be and the same is hereby amended to read as followsc Article I. The name of this Society shall be The Civic Theater of Indianapolis, In. corporated.'" FURTHER REM ED, That a copy of this resolu- tion, duly certified by the President of this So- oiety and under the seal of this Society, be filed in the office of the Secretary of State of the State of Indiana, and recorded in the office of the Recorder of Marion County, Indiana. FURTHER RESOLVED, That a copy of such certifi- cate, bearing upon the face thereof the file mark of the Secretary of State of the State of Indiana, and the stamp of the Recorder of Marion County, Indiana, marked "Exhibit A", be set forth at the foot of the minutes of this meeting, together with the certifi- cate of the Secretary of State atteetlzg to such filing, his receipt for such filing fee, and the re- ceipt of the Recorder of Marion County, Indiana, for such recording. WITNESS, the hand of said President and the seal of said X Society, this L Lfday of June, 1929, tom--- Corporate President of Little Theatre So - Seal ciety of Indiana, by change of name The Civic Theater of In- dianspolie, Incorporated. 2. A R T I C L E 1 The name of this society shall be the LITTLE THEATRE COCIB`TY CP INDIANA. A R T I C L E 2 The object of the society is the experimental and repertory presentation of both approved end untried dramatic works and the development of the resources of the community in the creation and interpretation of vital and artiatio plays. A R T I C L E 3 The Board of Directors for the first ,year shall consist of ten and is made up as follows: Ellen S. Adams Maude Swift Anthony George C. Calvert James A. Harris T. Victor Keene ARTICLE 4 Mote. Lieber W. F. McDermott Robert B, Tracy Frank S. C. Nicka Joseph F.'Reber This society is not for pecuniary profit and incorporation is sought under the act approved March 6, 1889. The above signatories personally appeared before me, Daisy H. Amthor, Rotary Public, and acknowledged their sig#atures to this certificate of incorporation on this (yxL day of August, 1919. r1 uru ARTICLES OF AMENDMENT TO THE ARTICLES VOF INCORPORATION (NONPROFIT) Slate 1`00n 4161 (R10 / 1-03) / Corporale Fenn No. 364-2 (May 1988) Approvad by Slate8oard of AcmurNa IM INSTRUCTIONS: Use 81/2"x 11'while paper forattachrnents. Present avig reI and one copy to address in upper nyht comer of this form. Please 7 or PRINT.' Please visk ourof8ce on the web at www soain.nov. Indiana Secretary of State Packet: 194150-089 Filing Date: 0710712011 Effective Date: 07/07/ 2011 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION TODD ROIOTA SECRETARY OF STATE CORPORATIONS DIVISION R E C EI Fzw "ft"kv1on St . Ibn. Eo1 e f P,'P 0 R t, I I 6F e qy, w 462afWf317)23241678 11 FEB ! 4 23- 17-17-1 at seq. 30.00 The undersigned officer of the Nonprofit Corporation named in Article I below (hereinafter referred to as tha "Corpomton,) desking to give ioe of corporate action effectuating Amendment(s) to the Articles of Incorporation, certifies the to towing facts: This Corparaeon exlsts pursuant to: (Check oWupdetebox) D The Indiana Not - For -Profit Corporation Act of 1971 (IC 23.7.1.1) as amended. CJ Indiana General Not - For -Profit Corporation Act (approved March 7, 1935) Indiana Nonprofit Corporation Act of 1991 (IC 23.17-1) as amended JC yrGSP?'' ARTICLEI Amendment( s) name t orparatlon b: The Booth Tarkington Civic Theatre of Indianapolis Inc. SECTION 2: The deb of in poratlon of the Corporation tiis: t 7 SECTION): TMname corP5rationfoeoalnbin errendm"I to the AdIdes of incorporation is: The Booth Tarkington Civic Theatre 1nC.. SECTI N 4 The exadeexIofAncla( a)_Article l `___ orhaAnaesorincopoeaonawvasallawa The name of the corporation is The Booth Tarkington Civic Theatre rfT. SECTION 5 ThsdrrteofsdopuonoftMmn«amenttolMAMcte( s)? _ _ wee January 18 SECTION 1: Action by Board of Directors The Board of Directors duly adopted a resolution proposing to amend theArtide(s) of Incorporation: (select one) At a meeting held on January 18 20 10 , at which a quorum of such Board was present. By written consent executed on _ , 20 , and signed by all members of such Board. SECTION 2: Action by members IF APPROVAL OF MEMBERS WAS NOT REQUIRED: TheAmendment(s) were approved by a sufficient vote of the Board of Directors or incorporators and approval of members was not required. Ise Yes Cl No The Amendment(s)were approved by a person other than the members, and that approval pursuant to Indiana Code 23-17-17-1 was obtained. Indiana Secretary of State Yes No Packet: 1941SOM9 Filing Date: 0710712011 IF APPROVAL OF MEMBERS WAS REQUIRED: Effective Date: 07/0 720111 MEMBERS OR DELEGATES TOTAL ENTITLED TO VOTE AS A CLASS 1 2 3 MEMBERS OR DELEGATES ENTITLED TO VOTE MEMBERS OR DELEGATES VOTED IN FAVOR MEMBERS OR DELEGATES VOTEDAGAINST The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By -Laws of the Corporation. I hereby verify, subject to penalties of perjury, that the fads contained herein are true. Sigrol r of eunent 110,411 PfInkd name of ORimr Jason Boyewsky me of ortker Treasurer State of Indiana Office of the Secretary of State CERTIFICATE OF AMENDMENT of THE BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS INC I, CHARLES P. WHITE, Secretary of State of Indiana, hereby certify that Articles of Amendment of the above Non -Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991. The name following said transaction will be: THE BOOTH TARK NGTON CIVIC THEATRE INC. Indiana Secretary of State Packet:194150.089 Filing Date: 07/0712011 Effective Date: 07/0712011 NOW, THEREFORE, with this document I certify that said transaction will become effective Thursday, July 07, 2011. In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, July 7, 2011. CHARLESP. WHITE, SECRETARY OF STATE 194150-099/2011070713077 y , TT_ C' Oeparnnam vette Treasury1LISInternall2eeuueSolvfce OGDEN UT 84201-0038 In reply refer to: 0437981551 Feb. 09, 2012 LTR 4168C 0 35-0230360 000000 00 00032627 BODC: TE BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS INC ROBERT SORBERA RECEIVED FEB 13 20V Y 3 CENTER GREEN SUITE 200 CARMEL IN 46032 9310 Employer Identification Number: 35-0230360 Person to Contact: EO 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/eu for information regarding filing requirements. Specifically, section 6033(i) 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. STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) AFFIDAVIT I, Michael J. an authorized representative of Booth Tarkington Civic Theatre "Grantee"), being first duly sworn upon my oath, state that pursuant to paragraph 2 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 calendar year ending 2019 totaled $ 1,869,917.76 7Si- rinted Name Michael J. Lasley Subscribed and sworn to before me, the undersigned Notary Public, this ', day of i flar- SEAL] Gale Harpring Notary Public - Seal State of Indiana Johnson County My Commission Expires 4/7/2023 Commission No. 666387 2020. Signature - Notary Public Printed Name & 1r gppc Resident of County, Indiana My Commission Expires: b /17/2!U v Booth Tarkington Civic Theatre Consolidated Statement of Financial Position Preliminary 31-Oct 2020 ASSETS Current Assets Cash and cash equivalents 228,799 Pledges receivable Current 126,143 Security deposits 1,000 Due From Other Funds 0 Prepaid expenses and other current assets 60,761 Total current assets 416,703 Fixed Assets Furnishings & equip 219,113 Less accumulated depreciation (186,595) Net fixed assets 32,518 Pledges receivable LT Pledges receivable Discount LT TOTAL ASSETS $ 449,221 LIABILITIES AND NET ASSETS Liabilities Current Liabilities Accounts payable 952 Due to Other Funds 0) Accrued expenses 34,275 Deferred revenue 56,913 Other Current Liabilities Total current liabilities 92,140 Loan Payable 432,800 TOTAL LIABILITIES 524,940 Net assets 75,719) TOTAL LIABILITIES AND NET ASSETS 449,221 For management use only —no assurance is provided on these financial statements. - 11/13/20 1 Booth Tarkington Civic Theatre Consolidated Statement of Revenue, Expenses, and Net Assets through Oct 31,2020 Preliminary YEAR TO DATE FY21 Actual Budget Variance Total Budget INCOME Production Revenue 34,625 283,988 $ 249,363) 1,151,261 Support and Other Income 185,864 132,000 53,864 634,500 TOTAL INCOME 220,489 415,988 195,499) 1,785,761 EXPENSES Production Expenses 86,635 255,236 168,601) 972,790 Operating Expenses 206,317 275,708 69,391) 804,724 Other Expenses (Depr) 2,202 3,033 831) 9,105 TOTAL EXPENSES 295,154 533,977 238,823) 1,786,619 In -Kind Revenue In -Kind Expenses Change in Net Assets 74,665) 117,989) 43,324 858) NET ASSETS AT BEGINNING OF YEAR 1,054) 1,054) 1,054) NET ASSETS AT END OF PERIOD 75,719) 119,043) 1,912) For management use only — no assurance is provided on these financial statements. - 11/13/20 2 EXTENDED TO MAY 15, 2020 Return of Organization Exempt From Income Tax OMB No. 1545-0047 Form 990 Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) 2018 Department of the Treasury Do not enter social security numbers on this form as it may be made public. Open to Public Internal Revenue service 10, Go to www.irs.nov/Form990 for instructions and the latest information. Inspection A For the 2018 calendar year, or tax year beginning JUL 1 , 2018 and ending JUN 30 , 2019 B Check a C Name of organization D Employer identification number applicable: changes THE BOOTH TARKINGTON CIVIC THEATRE, INC. chage Doing business as 35-0230360 returrn Number and street (or P.O. box if mail is not delivered to street address) Room/suite E Telephone number eiurin7 3 CENTER GREEN 300 317-924-6770 aatteai" City or town, state or province, country, and ZIP or foreign postal code G Gross receipts $ 1 , 0 , 5 9 AmenaeeeNrn CARMEL , IN 46032 H(a) Is this a group return tang`s- F Name and address of principal officer:Ml CHAEL LASLEY for subordinates? =Yes ® No pending SAME AS C ABOVE I H(b) Are all subordinates Included? =Yes = No Tax-exempt status: LXJ 501(c)(3) 501(c) ( )A (insert no.) LJ 4947(a)(1) or 527 If "No," attach a list. (see instructions) m 1 Briefly describe the organization's mission or most significant activities: TO FOSTER A LOVE OF THEATRE c THROUGH IMAGINATION, EDUCATION, AND PARTICIPATION. S2 Check this box if the organization -discontinued its operations or disposed of more than 25% of its net assets. 3 Number of voting members of the governing body (Part VI, line 1 a)............................................................ 3 29 a 4 Number of independent voting members of the governing body (Part VI, line 1 b) .......................... ...... 4 2 9 5 55y5Totalnumberofindividualsemployedincalendaryear2018 (Part V, line 2a) _ 5: 6 Total number of volunteers (estimate if necessary) ....................... ................................................................ 6 400 7 a Total unrelated business revenue from Part VI 11, column (C), line 12............................................................ 7a 0 . 7b 0. b Net unrelated business taxable income from Form 990-T, line 38......... ......... ......... ......... Prior Year Current Year y 8 Contributions and grants (Part VIII, line 1 h) 655,189. 721 , 312 . cc 9 Program service revenue (Part VIII, line 2g) 795,201. 8 5 9, 9 4 6. 589. 20,545. 10 Investment income (Part VIII, column (A), lines 3,4, and 7d) . 55,0 9. 28 , 654. 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11 e) 12 Total revenue -add lines 8 through 11 must equal Part VIII, column (A), line 12 1,506,048. 1, 589 , 367. 13 Grants and similar amounts paid (Part IX, column (A), lines 1.3)................................. 0. 0 . 0. 0 . 14 Benefits paid to or for members (Part IX, column (A), line 4)....................................... 654,377. 601 , 043 . w 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5.10) ......... 0. 0. c 16a Professional fundraising fees (Part IX, column (A), line 11 e) K b Total fundraising expenses (Part IX, column (D), line 25) W 17 Other expenses (Part IX, column (A), lines 11a-1 to, 11 f.24e) 1—, 010 , 14 . 997 , 277. 18 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25) ..................... 5 5 . 1,598 , 320. 15 8 , 4 7 7 . 8 , 9 5 3 . 19 Revenue less expenses. Subtract line 18 from line 12................................................ Beg! n n 1 ng of Ou mint Ye ar End of Year 20 Total assets (Part X, line 18) ........................................................... 15 7 , 517 . 2 31, 15 a 21 Total liabilities (Part X, line 26).................................................. 16 8 ,121 270 , 309. 22 Net assets or fund balances. Subtract line 21 from line 20..........................................1 10,607.1 9 , 5 5 . j Part it j srgnait re MOCK Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge. Sign Here Signature o o icer MICHAEL LASLEY, EXECUTIVE ARTISTIC a e DIRECTOR ype or print name and title Paid Print/type preparer's name ELIZABETH M. BELCHER, CP Preparer's signature LIZABETH M. BELCHE a a 03/19/20self-emmed check TIN 01227829 Preparer Firm'sname III, SPONSEL CPA GROUP, LLC Firm'sEIN 27-0851983 Use Only Firm'saddress 251 N. ILLINOIS ST. STE 450 INDIANAPOLIS, IN 46204 Phoneno.(317) 608-6699 May the IRS discuss this return with the preparer shown above? (see instructions)............................................................... LXJ Yes LJ No 832001 12-31-1e LHA For Paperwork Reduction Act Notice, see the separate instructions. Form 990 (2018) BOOTH TARKINGTON CIVIC THEATRE 2020/2 1 BOARD OF TRUSTEES Executive Officers Stephanie C. Kim, Chair Ilissa E. Rassner Telamon Eli Lilly and Company Todd C. Lady, Incoming Chair Kristen Robertson Taft Steftinius & Hollister LLP The Worth Collection, LTD Donald E. Knebel, Immediate Past Chair Ellen R. Rogers Barnes & Thornburg, LLP Independent Community Relations Contractor Laurie Tanselle, Secretary Munjot Sahu CFP and Community Volunteer Eli Lilly & Company Joshua K. Malarsky, Treasurer Brian Smiler Katz, Sapper & Miller Roche Diagnostics Operations, Inc. Ann M.Soards Trustees Community Volunteer J. Keith Stucker Kristen D. Boice JKS Investment Group Pathways to Healing Counseling, LLC Joanna Tuohy Mary Bowman The National Bank of Indianapolis Freelance Musician & Educator Justin M. Verbeten Melissa Cohen BKD, LLP Congregation Beth-EI Zedeck Tiffany Whisner Patrick A. Drewry Coles Marketing Drewry Simmons Vornehm Leslie Galbreath Honorary Trustees Magenta Marketing Communications Katherine B. Appel Lynda Goeke Community Volunteer The Goeke Group Thomas W. Beeler Bruce E. Heslin Community Volunteer St. Vincent Medical Group Jason R. Boyewsky Sarah Honaker The National Bank of Indianapolis, Retired IU Health D. Peter Dunbar Scott S. Luc KeyBank Merrill Lynch Wealth Management Jeffrey E. Good Sarah Luedtke Milestone Financial Advisors Investment Management Group Connie R. Horwitz Jeanine Kerridge Indianapolis Power & Light Co., Retired Barnes & Thornburg, LLP Charlie Morgan Vivian Lawhead EMMIS Communications SoHo Cafe Katharine Mothershead•Kruse Brett D. McKamey Mothershead Foundation Goelzer Investments Hilary Stout Salatich Maureen Merhoff Community Volunteer OneZone (Retired) Carolyn M. Schaefer Gray John O'Brien CMS Investments Fifth Third Insurance Charles P. Sutphin Jill O'Malia Netherleigh Enterprises, LLC Great Deals Savings Magazine Lynn C. Tyler Michelle Pheffer Barnes & Thornburg, LLP Light Bound Lynn C. Wilson Crosby Wilson Consulting BOOTH TARKINGTON CIVIC THEATRE 2020 CITY OF CARMEL GRANT REPORT November 18, 2020 THEATRE IN THE TIME OF CORONA On March 13, The Center for the Performing Arts suspended all campus activities through May 15, later extending to June 30, in response to the spread of the novel coronavirus. For Civic, this meant all performances, shows, classes, rehearsals, and events were cancelled during this time. This suspension marked the first time in Civic's 105-year history that in -person activities have completely halted. Cancelled activities for this time period included: A FEW GOOD MEN (March 13- 28, 2020) Roald Dah's MATILDA THE MUSICAL (April 28- May 9, 2020) Jr. Civic's production of FROZEN, JR. (June 19- 24, 2020) The Young Artists Theatre Program's REVUE! (June 18, 2020) The Young Artists Theatre Program's SATURDAY NIGHT FEVER (July 30- August 2, 2020) Remaining winter classes The in -person spring class session June summer camps Since campus reopened on July 1, 2020, July summer camps and the season opener, a rescheduled production of MATILDA, were also cancelled due to the spread of COVID-19. In place of July summer camps, Civic hosted Showtime on the Green," which offered a combination of virtual and in -person instruction with a recorded final performance on the Green between the Tarkington and the Palladium. The painful decision to cancel MATILDA for a second time was based largely the inability to stream performances, in -person capacity limitations, and safety considerations for actors and production staff members. Music Theatre International (MITI) holds the royalties for MATILDA, which was not included on their published list of productions available for streaming. With the Tarkington operating at 29% capacity to accommodate for social distancing, producing MATILDA in October would have been a significant financial loss during this critical time. Additionally, without access to rapid tests for production volunteers and staff, guaranteeing safety for those involved was an impossible undertaking. In its place, Civic Theatre produced GHOST LIGHT CABARET on October 15, 2020. This new production celebrated Civic's 10t^ season at the Center for the Performing Arts in Carmel by bringing back volunteer actors to perform memorable production numbers overthe last decade. Over200 households purchased tickets and donated, generating over $15,000 in revenue for the theatre. After the success of GHOST LIGHT CABARET, Civic staff felt invigorated and ready to produce live theatre once again. Marketing surveys revealed the majority of Civic audiences growing bored or frustrated with virtual performances and a strong desire to attend shows in person. With this feedback and the number of COVID-19 cases appearing to plateau, Civic Theatre planned to produce three holiday shows in December: a virtual presentation of the 2019 production of ELF THE MUSICAL, an in -person production of A CHARLIE BROWN CHRISTMAS, and in - person and virtual offerings of HOLIDAY LIGHTS, an original Civic holiday celebration. Shortly after finalizing plans for all three productions, the spread of COVID-19 rose exponentially, breaking records daily. On November 11, Governor Holcomb announced new state-wide restrictions on public gatherings, which led Civic to cancel its in -person holiday offerings. Civic still intends to make its 2019 production of ELF THE MUSICAL available for streaming as well as alive virtual production of HOLIDAY LIGHTS, with on -demand opfions available afterward. Looking forward, Civic will continue to monitor the spread of COVID-19, implement best practices for staff and volunteers, and follow the government's guidance to do its part in stopping the spread of the virus. FINANCIAL IMPACT Over the past five years, Civic Theatre has made great strides toward financial sustainability. After the elimination of the Artistic Director position and the resignation of the Executive Director in 2015, it became clear that significant adjustments to Civic's financial model needed to be executed to ensure the future of the organization. Major changes included transitioning from an ownership arrangement at the Tarkington to a residency agreement, restructuring Civic's management model, eliminating outside contracts that were not effectively serving the organization, and relocating the scene shop to Carmel through an in -kind partnership. These substantial modifications to Civic's operations resulted in an annual savings of $500,000. Since then, Civic has diligently managed expenses, implemented a new budgeting strategy, and grown its audience base. The effectiveness of these changes has been clear in financial statements since 2015, with budgetary deficits decreasing exponentially each year. Civic Theatre is proud to report that fiscal year 2020 financial statements reflect a positive change in net assets, the first budgetary surplus Civic has achieved in several years. This is largely due to the record ticket sales of MAMMA MIA and ELF in 2019 as well as meticulous management of expenses. The arrival of COVID-19 at this point in Civic's financial and operational journey is devastating. However, because of the difficult decisions made and swift actions taken over the last five years, Civic Theatre stands a chance to survive the duration of this pandemic. While in past years this loss of revenue would be catastrophic for the organization, Civic's 2019 productions of MAMMA MIA! and ELF THE MUSICAL far surpassed budgeted goals by over $100,000, providing a cash cushion for the organization in early 2020. Executive staff took caution with this success, continuing to tightly manage expenses with the knowledge that a successful fall does not necessarily mean a successful spring. When the unthinkable happened and all performances were cancelled, over 150 households donated the value of their purchased tickets to A FEW GOOD MEN and MATILDA to the theatre, resulting in over $25,000 in contributed income. Civic Theatre has remained diligent in seeking additional funding sources to offset the loss of earned revenue during this time. Thus far, Civic has received the following forms of COVID relief funding: 132,900 from the Small Business Association through the Payroll Protection Plan, which was applied to staff payroll from April 15 through June 15 49,061.23 through the Arts, Cultural & Destination Marketing Organization Grant Program from the Indiana Arts Commission & Indiana Destination Development 150,000 Emergency Disaster Relief Loan, currently functioning as an untouched cash reserve 10,000 in additional support as part of the Emergency Disaster Relief Loan 10,000 from the Allen Whitehill Clowes Charitable Foundation 2,500 as part of the Indiana Arts Emergency Relief Fund from the Indiana Arts Commission, National Endowment for the Arts, and Arts Midwest with funding provided by the CARES Act To secure Civic's future, staff predicts additional support will be necessary over the next twelve months to account for public perceptions associated with the dangers of attending live theatre during and after the COVID-19 crisis. Staff and board are continuously assessing its financial model and will adjust operations in response to positive cases, audience attendance, and levels of support. STAYING CONNECTED VIRTUALLY The major shift experienced in operations has challenged the staffs creativity, inspiring new ways of reaching audiences and accomplishing Civic's mission. Most notably, Civic has completely reimagined how it offers theatre education to its dedicated base of students. Each year, Civic Theatre provides 20,000 education opportunities to community members through classes, workshops, and outreach programs. Students involved Jr. Civic and the Young Artists Program (YAP) depend on this programming for arts education, social engagement, and safe artistic exploration. In order words, many students see Civic as a second home where they are loved and accepted for who they are. For some, participating in classes, workshops, or shows is the only time they feel a sense of belonging. Fortunately, education programs have been a natural fit for online engagement and connecting with students. Starting on March 22, Civic Theatre began providing free, weekly pop-up classes via Facebook live for students of all ages, backgrounds, and abilities. These classes were led by several local artists and generated over 10,000 engagements with students via workshops such as Breathing Technique & Vocal Warm -Ups, Shakespearean Insults, Improvisation, Stage Make -Up, and Weekly Tap Workshops. Additionally, Civic's education team created virtual class sessions and introduced a weekly live show to engage with students and families on a personal level. During the summer and fall months, Civic offered outdoor class sessions as well as private vocal, acting, and dance instruction. Hosting virtual classes quickly taught Civic staff how to produce, distribute, and manage virtual programs, inspiring a slew of online events. On June 11, Civic's skills were put to the test with its first ever completely virtual Education Fundraiser. The Civic Theatre Guild, made up of community volunteers, spent months planning an in -person fundraiser for this date. When it became clear that meeting in person with such a large group of people was unsafe, the event was redesigned to be hosted via YouTube Live. Students, volunteers, artists, and families were asked to record performance videos, testimonials, and interviews that were used throughout the evening. Because of this input and engagement, over $50,000 was raised for education programming. USE OF GRANT FUNDS & COMMUNITY IMPACT Over the course of 2020, Civic Theatre is proud to have produced five opportunities for audience members to experience the joy of live theatre. With an estimated audience of 10,000 patrons, this is a far cry from Civic's typical attendance of over 30,000 community members. However, Civic is proud of the strides it has made during this challenging time to adapt its business model to continue serving the community and accomplishing its mission. Productions during 2020 included: TITLE DATES FORMAT AUDIENCE REACH MUCH ADO ABOUT NOTHING 2/7/2020- 2/22/2020 In -Person Performances 2,737 people Dr. Seuss's THE CAT IN THE HAT 2/25/2020- 3/5/2020 In -Person Performances 4,490 people A FEW GOOD MEN 3/13/2020- 3/28/2020 Postponed to 2021 200 people GHOST LIGHT CABARET 10/15/2020-11/30/2020 Live & On -Demand Virtual Event 240 Households ELF THE MUSICAL (2019) 12/4/2020-12/26/2020 On -Demand Virtual Event TBD HOLIDAY LIGHTS 12/12/2020-12/31/2020 1 Live & On -Demand Virtual Event TBD Funding from the City of Carmel Arts Grant has been used to offset expenses associated with these productions such as production staff salaries, contract production staff wages, scene shop expenses, costuming, lighting, sound, royalties, props, and special effects. A breakdown of these expenses can be found in the table below. EXPENSE CATEGORY TOTAL AIVIT OF TOTAL ALLOCATION Production Salaries" 141,349.51 56% 118,296 Contracted Production Staff 56,036.55 22% 46,897 Production Materials 53,538.88 21% 44,807 TOTAL 250,924.94 100% 210,000.00 Does not include any salary expenses covered by the Payroll Protection Program or other COVID-19 relief funding The most meaningful measurement of Civic's impact on the community comes from feedback from volunteers, patrons, and parents: Thank you so much for staying connected with classes, Facebook posts, and emails under these crazy circumstances.... We thank you so much for taking this time of uncertainty and spinning something beautiful from it. Thank you for bringing familiar faces, laughter, sing -a -longs, and stories into our living room so that we can feel connected:" February 2020 was my 3rd time stepping into the Cat [in the Hat] suit.... The thing that brings tears to my eyes is that so many little brown boys and girls can see themselves on stage. Representation is so important, and I am so thankful to portray such a fun role!" Most of my greatest friendships were built in rehearsals spaces and on stages. I'm thankful to Civic Theatre for providing me many opportunities to make more friends and memories. Looking forward to when we can all get back on stage!" There are not enough thanks in this world for me to thank you for all of the ways you have touched our lives. To have [my son] always feel loved, accepted, and confident when he walks through those doors at Civic, means the world to us as parents." LOOKING FORWARD Civic Theatre is infinitely grateful to the City of Carmel for being a champion of the arts, making it possible for Civic to provide theatrical opportunities for its community. In the last 105 years, Civic has witnessed and endured countless triumphs and trials. It is our greatest hope and our institutional ambition that Civic Theatre survive these current challenges in order to be a leader in the healing process on the other side. The arts are an indispensable tool for reflection and can begin the process of acknowledging and addressing heartbreak while celebrating what it means to be alive. Civic has important work to do in this regard and looks forward to telling the stories that advance such work on the Tarkington stage again soon. RESOLUTION NO. BPW 02-03-21-05 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrantCarmel Apprentice Theater, LLC (The CAT).docx1/27/202110:02AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred o as "A lee jent" enter into by and between the City of Carmel (the "City") and N 1Z7 , 1 (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: I . That on behalf of Grantee, a not -for -profit corporation, I, I m 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, agrees to grant $ 8 4 , 0 0 0 .00 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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, unaudited Balance Sheet and Income Statement, 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 8 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who Oj 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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. 3 14. 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 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. 15. 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. 16. 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: a ("Grantee") BY (Signature) r rPrintedNameofOfficer: l^W04 Title: W 4 CA Date: " 16 CITY OF r5ARMEE{L ("Grantor") By: A- James Brainard, Mayor Date: 1-13-2021 ATTEST: pj Date: 1-13-2021 If you have any question concerning the City of Camel's 2021 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. skibhQ@G ci in eov. N Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: APPLICATION AMOUNT: $ I I A` I, - DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: ebb Additional pages may be added to Exhibit "A") 5 t ` 0 X% I %,-I ! 5 Our request for 2021 is threefold, totaling 116,988: 1. $78,588 STAFF & OPERATIONS 47,000 Staff We have built a small, efficient team with 2 paid positions utilizing grant funding. Those positions are part time Development Director Jonathon Scoble) and Production Manager (Audrey Larkin). We will not be adding any additional staff in 2021. 31,558 Operations As in previous years, our goal is for The Cat is to maintain her low rental rates and ticket prices. The pandemic has made this more challenging than in years past. In order to achieve this in 2021 we seek an operational grant to subsidize 30% of overhead and reoccurring monthly expenses (not including payroll and production budgets). 2. 8,400 CARMEL APPRENTICE THEATRE PRODUCTIONS The Cat Productions In previous year the Carmel Arts Grant funded production budget for 2 shows. 2021 budget for 2 shows (included the one postponed) is $12,407. One of the 2020 productions was postponed to 2021. We are carrying over $4000 budgeted for that production from 2020 grant. 3. 30,000 THE CATMOBILE In 2021 we would like to build a new theatre experience for the community — a mobile theatre called the Catmobile. Acquisition and construction will occur in 2021 anticipating its first season in 2022. We would acquire a decommissioned school bus, fit it with a stage, lights, sound system and storage (for costumes, sets, and a makeup area for the actors. We would plan portable productions and then drive it to schools, neighborhoods, arts events, senior citizen facilities, and churches. It will be painted like a Tabby Cat and have ears! Me MT 7M/Wg 4(OU XOR 4(0UR CONS'ID£' 770N1 Me C47-MY0 Tfl /W9 4(OU TOR 400 R4ST CCNSROY)?y IM Our Mission Come play! The Cat is a spirited theatre hub serving the Indianapolis area with a multiplicity of plays, musicals and unique theatrical experiences. Dedicated to cultivating talent and audiences, The Cat provides an inclusive community for theatrical companies, schools, artists and audiences to intersect and explore in a creative and fun environment. The Carmel Apprentice Theatre The Carmel Apprentice Theatre is the quintessential experience and cornerstone of The Cat. The Carmel Apprentice Theatre welcomes both the tenured artist and the novice, the theatre patron and the first time audience member. The Carmel Apprentice Theatre is dedicated to creating art with and for people of all ages, abilities and disabilities. The Why of The Cai The reason for this local, friendly Cat BACKGROUND The Cat was created to provide an inclusive environment for artists, companies, teachers and students - both tenured artists and those who are stepping on stage for the first time. In making theatre accessible to all, The Cat provides learning, and development opportunities in all aspects of theatre production and management; and a safe and affordable environment for artists to incubate and implement original art. Our focus is on inclusion both on stage and off. We want to allow everyone to be a theatre person or patron and have an enriching theatrical experience. What do we mean by inclusive? The answer is two -fold: Everyone can play — everyone can perform (Willie's inspiration) A few summers ago, I took a trip to NYC to visit some friends. Jim & Joyce Houghton had been living there for years, raising a family and founding a theatre (Signature Theatre). Their youngest, a boy named Henry, has autism. At the time of my visit, he was 22 years old. Nevertheless, Henry was cast as a lead in Anything Goes at an awe-inspiring production company called After Work Theatre. Jim, who had just received a Tony Award for his theatre, was very well respected in the theatre community. Not only was he the founding artistic director of a theatre that worked personally with American legends like Arthur Miller and Edward Albee, he was also the director of drama at Juilliard. These facts are only important to give context for the rest of the story. Jim was Mr. Theatre. One of the evenings I saw his son Henry in Anything Goes, I couldn't get a seat so I stood against the back wall, by a piano, with Jim. Every time Henry came on stage, I glanced over to see Jim's beaming face! At the end of every song Henry was in, I looked over at Jim and saw him whoop and holler! Occasionally I would see him holding up his camera, clearly in violation of the pre -showinstructions! Jim was experiencing, first hand, and deep in his heart, the wonders that theatre can bestow on a family. Jim was a kid watching Saturday morning cartoons, or witnessing a group of clowns pilingoutofalittlecar. Mr. Theatre was a child again, because he was sharing joy with his son. It was then that I knew I had to bring this theatrical model to Indiana. Affordability for the artists and the audience (Willie's inspiration) In early February of 2017, 1 had been looking for a theatre to mount a little-known musical: Cole Porter's You Never Know. All the theatres were either full up, or if available, they were expensive beyond our reach. The building formerly known as The Warehouse came up for lease and we hoped to rent it for a month. An hour later, with a new dream, we signed a three-year contract. We realized that Carmel (and Indianapolis for that matter) could use a multi -use, affordable home for some of the smaller theatre companies or individual artists. Theatre companies that were losing their space, had no space, fledgling companies who could use a small home in which to feel comfortable and thrive, and artists who wished to experiment and grow. In addition, we want our audience to afford to come to The Cat. The price range for live events in the area is $35 to over $100. We believe that by making it affordable we are bringing more people into the theatre; and performing arts helps to build a stronger community. The Cat Community Our 1s1 performance was in May of 2017. Side By Side By Sondheim performed by Carmel legend Ellen Kingston and the Carmel Theatre Company, led by June & John Clair. Since then we have had over125 different productions. RESIDENT ARTS COMPANIES THEATRES & ARTS COMPANIES o Amalgamated Stage Productions o Ballet Initiative o BardFest o Brooks & Bourke Theatrical Productions o Carmel Apprentice Theatre o Carmel Community Players o Carmel Theatre Company o Cat's Pajamas Improvisational Comedy o Fearless Productions o Improbable Fiction Theatre Company o Intern Theatre o Magic Thread Cabaret o Reciprocal Theatre Company SCHOOLS, RECITALS, CAMPS o Art Lab o Carmel Music Academy o Coach Blair's Music Studio o Dave Dugan / Dave Wilson o Interactive Academy o M3 (a division of Meridian Music) o Russian Social Club o School of Rock o Starting Line Preschool o Youth Inspirations Theatre In addition to serving the mission of The Cat, The Cat supports the community by providing space to nonprofits at discounted rates or complimentary. The Cat's Mission at Work Carmel Apprentice Theatre, Diana Pratt Diana is 56 years old, and because of some early -life illnesses has the mental capacity of an 8 year - old. We encouraged her family to enroll her in You're A Good Man Charlie Brown, the inaugural production of the Carmel Apprentice Theatre. As stated earlier, this theatre company is for novices, experts, and everyone in-between. It is a welcoming place. It is a no audition theatre. You sign up and you're in! Diana can't dance, sing, or memorize lines. No problem! She became our Woodstock! It was so special watching the cast take responsibility for Diana: getting her on stage for all her scenes, and then back off again! Diana loved her costume, and her smile energized the cast and audience. Her brother, Bruce: "Within a few practices Diana had become part of a play family; with a part that she could handle and be proud of. Everyone associated with the production went out of their way to help her feel safe and confident. Diana and I were both very sad that the experience had to end. We both have a new faith in the goodness of people that surround us in life." And guess what, Diana performed in her 2nd show, The Addams Family, and in her P show Annie! Diana is in the middle, in the pink shirt! Carmel Theatre Company, Resident Theatre Company In December of 2016, this theatre company lost the lease on their building. In need of a venue in which to perform their next show, we sat down and talked. They had already cast their next show and were deep into rehearsals. Side By Side By Sondheim, directed by Ellen Kingston, was shaping up to be a fabulous show. So, we worked out the details and had a rehearsal and performance plan. The show was a success! CTC was our first theatrical resident, and remains so today! Gail Payne When I met her a few years back in a little show I was directing, Gail's goal was to create a respected cabaret series. She started in downtown Indianapolis at a great cabaret series there. Then she received an amazing opportunity: to perform at 54 Below, Michael Feinstein's New York City club! The time was short, and she needed a real stage with a real audience as the incubator for her cabaret. The Cat gave her a few nights, and set up the room like a fancy nightclub! She invited audiences and performed 2 different nights. I saw the show both nights, and they were different and got better! We like to think that we helped send her off to the big time. In our own little way. The Cat's Fact Sheet Website: Email: Facebook: personal cell: Sz F Bub's Burgers 8 Ice Cream WR 2nd St SW www.thecattheatre.com WillWood@thecattheatre.com https://www.facebook.com/thecattheatre/ 317-750-2484 2nd S pNEm n m a pn f isi St NW 1st St NE Museum of Miniatures a aa w 1st 51 SE E v m Nc m The Cat 2nd St SE a 3rd SI SW 3rd St SE 41h 44 v Ath St SE iustrlal Dr n Carmel High School) Zm i a E Main St Carmel Clay Public Library prmel view V' Carmel Elementary School 51h St SE 5Ui St SE Willie Wood Biography E Main St Albert Q Willie studied theatre at the University of Nebraska, North Texas State University, and Southern Methodist University. Willie took a detour from theatre and pursued his career in non-profit for a number of years with The Boy Scouts of America. Willie was then in a position to help his wife, Deborah, start and grow DWA Healthcare Communications Group located here in Carmel. it years ago Willie returned to theatre, first through assisting and directing at the high school level, and then on to writing, producing and directing in community theatre. Some of Willie's favorite theatres to direct at include Carmel Community Playhouse, Footlite Musicals, and Christian Youth Theatre. Willie also enjoys mentoring and coaching high school and college students pursuing degrees and careers in theatre arts. Testimonials to The Cat There's a theater in Carmel that I am quite fond of ----- The Northside Drive -In ----but it closed years ago. I kid. Of course, it's the Cat! Dave Dugan Comedian The Improbable Fiction Theatre Company was looking for a place to perform. When we heard that The Cat and Willie were looking for theatre groups to use the space, we were excited about the idea of coming to a business agreement. Instead, we found a place we could call home. We feel truly welcomed by The Cat. It is a place where great friends can perform great theatre." Ryan Shelton Founder Improbable Fiction Theatre Company We offer a unique diploma option at our school called the International Baccalaureate (IS) Diploma which requires the art students in the program to showcase their work at the end of their time in IB Art. Last year we had a large number of students who took the class, and we were at a loss as to how to accommodate all of them. Willie Wood and The Cat came to the rescue. Willie graciously offered us to use his space for a week free of charge. The students were able to not only set-up their work in a relaxed, collaborative space at the beginning of the week but also hold an art show that was both professional and artistic at the end of the week. The students loved the space but more importantly they loved how Willie made them feel about their work. He was genuinely interested in each student and their intentions behind each piece they made. He has a gift in how he cares for each individual. I am very grateful for all that The Cat and Willie Wood have done for Guerin Catholic, my students, and me." Beth Waggoner Art Department Chair Guerin Catholic High School Congratulations on The Cat's first birthday! The team at Carmel Theatre Company couldn't be happier at seeing you reach that milestone. Having managed a community theatre facility ourselves, we can appreciate the effort, the heart, and the nerves you have put into this new operation. Which brings me to the real reason I am writing this letter. THANK YOU! Thank you for the benefit you have been to the Carmel Arts Community and thank you for what you have so willingly done for CTC. When our performance space, Studio 15, was demolished, it appeared to be the end of a long journey for Carmel Repertory Theatre, dba Carmel Theatre Company. Then you stepped forward to say you had just signed a lease on a concert performance space that you thought could be turned into a theatre. How bold! We appreciate the respect you showed our little struggling group, listening to our advice (and warnings) about the responsibility you were taking on. Your vision of a home for an eclectic mix of theatre projects was ambitious, but you have succeeded in bringing an opportunity for success to so many Carmel arts organizations. There are thousands of people in central Indiana who have enjoyed and learned from shows that would never have been presented without your work at building and maintaining The Cat. Again, congratulations and thank you to you and your whole team! I hope this is the first of a long string of annual congratulatory messages." John Clair Chair Carmel Theatre Company Finding a home at The Cat for our new theatre company, Approxima Prouctions, has allowed us the freedom to produce our own shows for the first time in over 20 years of working in theatre. The Cat's commitment to providing community theatres in central Indiana a high quality, professional level environment has made a positive impact on not just our acting company but many performing groups that have no routine access to a performance space. Having a place available to all performers, producers or directors has created a true community of artists that can come together to share their ideas, work and entertainment with audience members of all ages. We will continue to enjoy working with The Cat in coming years to bring new theatre, little-known scripts and popular plays to life for the Carmel and Indianapolis communities." Christine Kruze Artistic Director Approxima Productions The Cat has provided me with incredible opportunities to push myself, stretch my skills, and leap outside my comfort zone, with the knowledge that there is a supportive community there to catch me." Emma Rund Intem — Summer 2017 Testimonials (continued) When Carmel Community Players lost our lease to our performance space, The Cat went out of their way to allow us to perform the remainder of our season without major alteration in our already announced season. They have an outstanding affordable performance space, allowing our patrons a high -quality experience unmatched in the Carmel area." Tim Paramore President Carmel Community Players The Cat has been the newly founded home for our Magic Thread Cabaret series in Carmel. We are very happy to spotlight and celebrate local central Indiana talent in this gem of a place. The theatre, and Will Wood, share our passion for developing further performing arts experiences for the Carmel community. The Cat is special in that it represents a more intimate audience experience and gives several local or up-and- coming resident companies like us to showcase our work. Our goal is to uplift the American Songbook through our cabaret series in Carmel. Without The Cat, we might not even have ended up as part of the Carmel Arts scene. We are very thankful to The Cat and the support they have given us to produce a verysuccessfulfirstseason!" Dustin Klein Artistic Director Magic Thread Cabaret As a resident company of The Cat, Magic Thread Cabaret is delighted to be a part of Will Wood's vision to showcase artists and performing arts organizations for residents of Carmel and the surrounding area. The Cat is an ideal location for us to present local performers in an intimate, urbane and sophisticated setting which is perfect venue for showcasing the cabaret art form. With its proximity to the Carmel Arts District and the amenities it offers, Magic Thread Cabaret couldn't be better situated. Partly due to Wood's efficient, professional management, our first season, thus far has been an unqualified success. We look forward to growing our brand through our association with The Cat and the bright future that lies ahead for our organization." Tom Alvarez Producing Director Magic Thread Cabaret I was an intern for The Cat in the summer of 2018. Interning at the Cat taught me so much about theatre and live shows. I was a part of many shows which allowed me to connect with lots of talented people who are in the local theatre community. The Cat allowed me to gain lots of valuable experience while being in the most positive and friendly environment imaginable. I love being involved with the Cat because it allows for the production of many quality performances in our community." Taylor Modory Intern -Summer 2018 Let me just start by saying working with The Cat and their volunteer staff was nothing short of amazing. Willie Wood is truly a wonderful person. I had written my very first stage play and had no idea what needed to go into getting my play from the paper to the stage. After being told that another theater in the area could not accommodate me, I called The Cat. Willie told me to come in and speak with him that same day and the rest was history. Willie not only encouraged me, but he gave me resources and helped every step of the way. From putting me in touch with the person who lent me props, to gifting my programs for my very first show. Willie even spent about 20 mins opening night giving my mom directions over the phone. I am so thankful. I could not possibly end this without mentioning Gary Coburn. Gary oversees set design and was another huge reason that my show was so successful. Gary lent me things from his personal residence just to make sure my set was perfect. After two sold out shows, I am eternally grateful to Willie and my new friends at The Cat for making my first experience painless and funl They took me in from the first day and supported me in a way that exceeded every expectation." Shandrea V. Funnye Author, producer and director Fearless Productions We really appreciate having a place like The Cat in Carmel. Will and his staff have been kind and generous with their time, and they have provided us with an affordable space for our summer camp productions and fundraiser." Hillary Blake M3 Theatre Camp Meridian Music School N 9 m ae9z 89 e R ea o age v a e v e e v o aav o o m o n Q 0 N Oryo 0 0 0 0 0 o O o o p o p o 0 0 0 0 0 0 0 0 0 o a r o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o m wo di o 0 0 0 0 o n ei o of v o M o mo000omomo00o0poboWmomo9 m O O O O r' N O 1D O yl b O O b m M O M h m N Q a a esa vaa oe v aoao aRoosaeseoe Z9e aoaa O N O O O O O O O 7 O O O M Q b O O m O m m r O N N M 0 0 OO y e n o n y 0 0 0 0 o p o OOOOOOObNOO@NOWOOOpOOONOOO O O y ' th di ^ n Iti W 0 N N (V Oi tG 17 M Pl N M OO bOmpWbPOOmQhmWOmOm^ W W b W O e N n O N n Q n N O O W Q Q N W b O@ M m N N Q a - - f O OI a d v o o e e e ele e o e o sae o qo IP o 7 e e OOqOWOnOOOrggWmMNMOO@O A % y O O O O O m O O^ N O @ r O W W O O Q O Qm O O O O N O M O O O O W O O M O @ O O Q b O O o 0000nieo 6 010 M d oia %i quo of uio viorrio n M nN ^^ yy n ems'a en° 2° e e e dY a d e e e o on°3Y o a on°d° ° X d°off`off'd°le e e A° e E m maObr7MqOOA3 o Mo p o boo m b o o m W o 0 o b M o b W o m W o W O Ih C /p ' O O O O Q W 01 OO 64 6 m b O O O O e h nM VI MomP r Qm oN N MNQ bam on i b V m N d C % d mrnCo % !wr O y N d N D d d q E O H y ryS a W GI J LL C C 6 C U_ M Q V y O C M> Z y C d C J y y c N% f 6 1 C N D y 0 Q i d a 06yrn rnD XA»000 wdad U g y m e c w o a qqq rnoo o 'nm9p,v h'N_y-FC3 cTi Hy°u rna`w,L°y.c Qi C O C= g Y a C % C H A E c) q U% E C O 6dqUOCdrygLOOOdydqu—UmKN(7 -F mw,owNF- F W agim° dO) rtl as es N o 0 0 0 o 0 0 Y P N i N Nbn6 R H f j yW j N9Xc C a OF b 6 C O W b b 9 XoasaW a e f I-5'yf v n 2 Ory 2 State of Indiana Office of the Secretary of State Certificate of Assumed Business Name of fflfiffif 1,• e I, CONNIE LAWSON, Secretary of State, hereby certify that a Certificate of Assumed Business Name of the above Domestic Limited Liability Company has been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Flexibility Act. Following said transaction, the above named entity will transact business under the assumed business name(s) of: THE CARMEL APPRENTICE THEATRE, LLC NOW, THEREFORE, with this document I certify that said transaction will become effective Saturday, February 11, 2017. In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, February 11, 2017. CONNIE LAWSON SECRETARY OF STATE 201701271177951/7513558 To ensure the certificate's validity, go to https://bsd.sos.in.gov/PublicBusines5Search ARTICLES OF INCORPORATION OF THE CAT, LTD. The undersigned incorporator, desiring to form a nonprofit corporation (the Corporation") pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991, as amended (the `Act"), executes the following Articles of Incorporation. ARTICLE I Name and Type of Corporation Section 1.1. Name and Type. The name of the Corporation is The CAT, Ltd. The Corporation is a public benefit corporation. Section 1.2. Principal Office. The principal office of the Corporation is located at 254 I' Avenue, Suite A, Carmel, Indiana 46032. ARTICLE II Purposes and Powers Section 2.1. Purposes. The Corporation is formed to: a) Encourage participation in the theater through the organization of instructional classes, lectures, workshops, and theatrical productions; and b) Transact any and all lawful business for which nonprofit corporations may be incorporated under the Act, provided such business is not inconsistent with the Corporation being organized and operated exclusively for nonprofit purposes. Section 2.2. Nonprofit Purposes. a) The Corporation is organized to operate exclusively for the charitable purposes established in this Article II. Contributions received by the Corporation will either be used directly to satisfy these purposes or will be invested with the income generated therefrom used to carry out the Corporation's charitable purposes. b) No substantial part of the activities of the Corporation shall be the 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 of statements), any political campaign on behalf of any candidate for public office. c) Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on: 3361574_2 i) By a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue of 1986 (the "Code"), or corresponding provisions of any subsequent Federal tax laws, or ii) By a corporation, contributions to which are deductible under Section 170(c)(1) or (2) or Section 2522(a)(1) or (2) of the Code, or corresponding provisions of any subsequent Federal tax laws. Section 2.3. Powers. Subject to any limitation or restriction imposed by the Act, any other law, or any other provision of these Articles of Incorporation, the Corporation shall have the power to: a) Do everything necessary, advisable or convenient for the accomplishment of anyofthepurposeshereinbeforesetforth, or which shall at any time appear conducive to or expedient for the protection or benefit of the Corporation and to do all of the things incidental thereto or connected therewith which are not forbidden by law; and b) Have, exercise and enjoy in furtherance of the purposes hereinbefore set forth all the general rights, privileges and powers granted to corporations by the Act, as now existing orhereafteramended, and by the common law. Section 2.4. Limitation Upon Dissolution. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, and returning grants, if any, owing to the State of Indiana, dispose of all assets of the Corporation exclusively for the purposes of the Corporation in such a manner, or to such organization(s) organized and operated exclusively for nonprofit purposes as shall at the time qualify as an exempt organization(s) under Code Section 501(a), or corresponding provisions of any subsequent Federal tax law, as the Board of Directors shall determine. ARTICLE III Period of Existence The period during which the Corporation shall continue is perpetual. ARTICLE IV Registered Agent and Registered Office The name and address of the Registered Agent and Registered Office is Christopher S. Roberge, Bose McKinney & Evans LLP, 111 Monument Circle, Suite 2700, Indianapolis, Indiana 46204. The undersigned represents that the Registered Agent named in these Articles of Incorporation has consented to the appointment of registered agent. ARTICLE V 2 Membership The Corporation shall have two initial members — William R. Wood and Deborah B. Wood (the "Members"). The Members shall be entitled to one (1) vote each on any matter submitted to a membership vote. ARTICLE VI Directors Section 6.1. Number of Directors. The number of Directors of the Corporation and their election shall be fixed by the Code of Bylaws of the Corporation, but in no event shall the number be less than three (3). Section 6.2. Qualifications. Each Director shall have such qualifications as may be specified from time to time in the Bylaws of the Corporation or as otherwise required by applicable law. Section 6.3. Names and Address of Directors. The names and addresses of the initial Board of Directors are: Name Address, State, Zip Code William R. Wood 254 1` Avenue, Suite A, Carmel, Indiana 46032 Deborah B. Wood 254 1 st Avenue, Suite A, Carmel, Indiana 46032 Miranda Arnie 254 1 st Avenue, Suite A, Cannel, Indiana 46032 Christopher S. Roberge 254 1st Avenue, Suite A, Carmel, Indiana 46032 Christopher Carmen 254 1st Avenue, Suite A, Carmel, Indiana 46032 Section 6.4. Terms of Directors. Directors of the Corporation shall be elected for such terms as may be fixed by the Code of Bylaws of the Corporation and shall, if the Bylaws shall so provide, be divided into as many groups whose terms of office expire at different times as the Bylaws shall pr:,vide. Section 6.5. Powers. The Board of Directors shall have full power to manage the affairs of the Corporation, including any and all power granted by the Act. Section 6.6. Removal of Directors. Any or all members of the Board of Directors of the Corporation may be removed at any time with or without cause by a vote of the majority of all the members of the Board of Directors held during any meeting of the Board of Directors called expressly for that purpose. Section 6.7. Meetings. Meetings of the Board of Directors of the Corporation shall be held at such places, either within or without the State of Indiana, as shall be specified in the N respective calls and notices or waivers of notice of such meetings given in accordance with the Bylaws of the Corporation. ARTICLE VII Incorporator The name and post office address of the incorporator of the Corporation is William R. Wood, 254 l' Avenue, Suite A, Carmel, Indiana 46032. ARTICLE VIII Provisions for the Regulation and Conduct of the Affairs of the Corporation Other provisions, consistent with the laws of this state, for the regulation and conduct of the affairs of the Corporation, and creating, defining, limiting or regulating the powers of the Corporation or the Directors are as follows: Section 8.1. Indemnification. a) The Corporation shall indemnify any person as of right who is or was a Director, Member, officer, employee, or agent of the Corporation, or is or was serving as a Director, Member, officer, employee, or agent of another corporation, partnership, or other enterprise at the request of the Corporation, against expenses (including attorneys' fees), judgments, fines, penalties, and amounts paid in settlement reasonably incurred by such person, to the fullest extent now or hereafter permitted by law, in connection with or resulting from any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, or in connection with an appeal relating thereto), in which such person may be involved as a party or otherwise by reason of being or having been a Director, Member, officer, employee, or agent of the Corporation or of such other organization; provided, such person acted in good faith and in a manner s/he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, in a manner which he had no reasonable cause to believe was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action, suit, or proceeding, in a manner which he had reasonable cause to believe was unlawful. b) Any Director, Member, officer or employee of the Corporation who has been successful as a party on the merits or otherwise in his/her defense of any claim, action, suit, or proceeding referred to in the first sentence of Section 8.1(a) shall be indemnified as of right against expenses (including attorneys' fees) reasonably incurred by him/her in connection therewith (except to the extent covered by insurance). rd c) Except as provided in Section 8.1(b) above, any indemnification under Section 8.1(a) shall be made by the Corporation only upon a determination that indemnification of the particular Director, Member, officer, employee, or agent is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section 8.1(a). Such determination shall be made (i) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of members of the Board of Directors who were not parties to such claim, action, suit, or proceeding, or (ii) if such a quorum is not obtainable or if so directed by a majority vote of a quorum consisting of members of the Board of Directors who were not parties to such claim, action, suit, or proceeding, by independent legal counsel (who may be regular counsel of the Corporation or other disinterested person(s), such counsel or person(s) being hereafter called the "referee") in a written opinion. The person claiming indemnification shall, if requested, appear before the referee and answer questions which the referee deems relevant and shall be given ample opportunity to present to the referee evidence upon which he relies for indemnification. The Corporation shall, at the request of the referee, make available facts, opinions or other evidence in any way relevant to the referee's findings which are within the possession or control of the Corporation. d) The indemnification provided by this Section 8.1 shall not be deemed exclusive of any other rights to which a Director, Member, officer, employee, or agent may be entitled under any bylaw, resolution, agreement, or otherwise, and shall continue as to a person who has ceased to be a Director, Member, officer, employee, or agent of the Corporation, and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification provided by this Section 8.1 shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, arising from acts or omissions to act occurring whether before or after the adoption hereof. e) The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a Director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Section 8.1, together with expenses actually and reasonably incurred by him in connection with his defense thereof, provided that when and to the extent that the Corporation has purchased and maintained such insurance, it shall have no duty under this Section 8.1 to indemnify any such person to the extent such liability is covered by such insurance. Section 8.2. Restriction Upon Acceptance of Gifts. No gifts or other contributions to the Corporation shall be accepted by the Corporation if the use or expenditure of such gift or other contribution is subject to any condition which is inconsistent with the purposes of the Corporation as stated herein. Section 8.3. Interest of Directors in Contracts. Any contract or other transaction between the Corporation and one or more of its Directors, or between the Corporation and any firm of which one or more of its Directors are members or employees, or in which they are 5 interested, or between the Corporation and any corporation or association of which one or more of its Directors are shareholders, members, directors or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such Director or Directors at the meeting of the Board of Directors of the Corporation which acts upon or in reference to such contract or transaction. Also, notwithstanding such Director's participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize, approve and ratify such contract or transaction by a vote of a majority of the Directors present, such interested Director or Directors are to be counted in determining whether a quorum is present, but not to be counted in calculating the majority of such quorum necessary to carry such vote. Provided, however, such contract or transaction shall be at arm's length and not violative of the proscriptions of these Articles against the Corporation's use or application of its funds for private benefit. Section 8.4. Net Earnings. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to, its Directors, Members, officers, or other private individuals. Section 8.5. Private Foundation. If at any time it is determined by the Internal Revenue Service that the Corporation is a private foundation within the meaning of Code Section 509(a) (or the corresponding provision of any future United States revenue law), the Corporation shall also be subject to the requirements set forth below in this Section. a) Distribution of Income. The Corporation shall distribute its income each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Code Section 4942, or corresponding provisions of any subsequent federal tax law. b) Self -Dealing. The Corporation shall not engage in any act of self -dealing as defined in Code Section 4941(d), or corresponding provisions of any subsequent federal tax law. c) Excess Business Holdings. The Corporation shall not retain any excess business holdings as defined in Code Section 4943(c), or corresponding provisions of any subsequent federal tax laws. d) Investments Jeopardizing Exempt Purpose. The Corporation shall not make any investments in such manner as to subject it to tax under Code Section 4944, or corresponding provisions of any subsequent federal tax laws. e) Taxable Expenditures. The Corporation shall not make any taxable expenditures as defined in Code Section 4945(d) or corresponding provisions of any subsequent federal tax law. Section 8.6. Amendment of Articles of Incorporation. The Corporation reserves the right to amend, alter, change, or repeal any provisions contained in the Articles of Incorporation or in any amendment hereto, in any manner now or hereafter prescribed or permitted by the Act or any amendment thereto; provided, nevertheless, that such power of amendment shall not authorize any amendment which would have the effect of disqualifying this Corporation as an exempt organization under the provisions of Section 501(c)(3) of the Code, or such equivalent 3 provision as may hereafter exist from time to time. Subject to Subsection 8.1(d), the power to make, alter, or amend the Articles of Incorporation shall otherwise be vested in the Members. Section 8.7. Bylaws. The Board of Directors shall have the power to adopt and amend the Bylaws of the Corporation, which may contain other provisions consistent with the laws of the State of Indiana for the regulation and management of the affairs of the Corporation. Section 8.8. Exempt Status. Notwithstanding any contrary provisions contained herein, the Board of Directors shall not have the power or authority to do any act that will prevent the Corporation from being an organization described in Code Section 501(c)(3) or corresponding provisions of any subsequent federal tax laws. IN WITNESS WHEREOF, the undersigned hereby executes these Articles of Incorporation as of this _ day of February, 2018. William R. Wood, Incorporator 3361574v2 xk t.,61 1< r6 INTERNAL REVENUE SERVICE P. 0. BOX 2508 CINCINNATI, OH 45201 Date: FEB 2 12019 THE CAT LTD C/O DON MEYER 111 MONUMENT CIRCLE STE 2700 INDIANAPOLIS, IN 46204 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 82-4715318 DLN: 17053166308028 Contact Person: SIRIJUN MAYI ID# 31449 Contact Telephone Number: 877) 829-5500 Accounting Period Ending: December 31 Public Charity Status: 170(b)(1)(A)(vi) Form 990/990-EZ/990-N Required: Yes Effective Date of Exemption: March 9, 2018 Contribution Deductibility: Yes Addendum Applies: No We're pleased to tell you we determined you're exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c)(3). Donors can deduct contributions they make to you under IRC Section 170. You're also qualified to receive tax deductible bequests, devises, transfers or gifts under Section 2055, 2106, or 2522. This letter could help resolve questions on your exempt status. Please keep it for your records. Organizations exempt under IRC Section 501(c)(3) are further classified as either public charities or private foundations. We determined you're a public charity under the IRC Section listed at the top of this letter. If we indicated at the top of this letter that you're required to file Form 990/990-EZ/990-N, our records show you're required to file an annual information return (Form 990 or Form 990-EZ) or electronic notice (Form 990-N, the e-Postcard). If you don't file a required return or notice for three consecutive years, your exempt status will be automatically revoked. If we indicated at the top of this letter that an addendum applies, the enclosed addendum is an integral part of this letter. For important information about your responsibilities as a tax-exempt organization, go to www.irs.gov/charities. Enter "4221-PC" in the search bar to view Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities, which describes your recordkeeping, reporting, and disclosure requirements. Letter 947 2- THE CAT LTD We sent a copy of this letter to your representative as indicated in your power of attorney. Sincerely, Director, Exempt Organizations Rulings and Agreements Letter 947 STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) W, of an authorized representative being first duly sworn upon my oath, state that pursuant to paragraph 2 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 calendar year ending 2019 totaled $ Tg p rS,u boy I b/spc riibe1d, and sworn to before me, the undersigned Notary Public, this 1 day of py f —K 2020. MEE tart' Public li PASealNotary Public — Seal Hamilton County — Stale of Indiana Commission Number 705751 ignatur ublic My Commission Es0iros Sep 26. 2U25 Printed Name I U lml iim VC W& SEAL] Residentof dam iZK'k County,Indiana My Commission Expires: 2:54 PM The CAT Ltd. 11/13/20 Cash Basis Balance Sheet As of October 31. 2020 ASSETS Current Assets Checking/Savings Citizens Bank 32,967.14 First Merchants Bank 510.11 Total Checking/Savings 33,477.25 Total Current Assets 33,477.25 TOTAL ASSETS 33,477.25 LIABILITIES & EQUITY Liabilities Current Liabilities Other Current Liabilities Payroll Liabilities 1,750.34 Total Other Current Liabilities 1,750.34 Total Current Liabilities 1,750.34 Total Liabilities 1,750.34 Equity Unrestricted Net Assets 30,238.59 Net Income 1,488.32 Total Equity 31,726.91 TOTAL LIABILITIES & EQUITY 33,477.25 Exhibit E-2 Page 1 of 1 3:42 PM The CAT Ltd. 11/13/20 Cash Basis Operating Statement Year -To -Date As of October 31, 2020 Jan - Oct 20 Income Concession Sales 1,751.18 Grant 109, 700.00 Program Ad Rent 15,560.50 Sales Sponsorship 1,000.00 Ticket Sales 2,009.00 Unrestricted Contributions 1,753.35 Total Income 131,774.03 Expense Advertising and Promotion Bank Service Charges 13.39 Casual Labor Computer and Internet Expenses Concession Supplies 2,505.87 Covid 19 Prevention Supplies 3,005.67 Insurance Expense 1,689.00 Janitorial Services Marketing 1, 206.78 Meals and Entertainment 396.13 Office Supplies 312.46 Payroll Expenses 39,152.16 Permits and Licenses 3,509.46 Postage & Delivery 280.00 Production Show Budget 3,086.12 Production Show Budget - Talent 1,403.20 Production/Show Licensing Professional Fees Accounting 4,382.50 Legal 1,177.62 Total Professional Fees 5,560.12 Rent Expense 52,417.00 Repairs and Maintenance 2,711.39 Scavenger Service 283.40 Security 400.00 Taxes Food & Beverage Tax 43.40 Total Taxes 43.40 Telephone Expense 1,703.58 Theatre Small Equip & Supplies 4,643.06 Utilities 5,963.52 Total Expense 130,285.71 Net Ordinary Income 1,488.32 Net Operating Income 1,488.32 Exhibit E-1 Page 1 of 1 Katz, Sapper & Miller 800 East 96th Street, Suite 500 P.O. Box 40857 Indianapolis, IN 46240 November 12, 2020 The Cat, Ltd. 254 Veterans Way, Suite A Carmel, IN 46032 The Cat, Ltd.: Enclosed is the organization's 2019 Exempt Organization return. Specific filing instructions are as follows. FORM 990-EZ RETURN: This return has qualified for electronic filing. After you have reviewed the return for completeness and accuracy, please sign, date and return Form 8879-EO to our office. We will transmit the return electronically to the IRS and no further action is required. Return Form 8879-EO to us by November 16, 2020. Please sign and return Form 8879 using only one of the following methods: Access our Form 8879 Secure Upload function at www.ksmcpa.com Select Resources I Form 8879 Secure Upload Enter your contact information Select Browse files to select your Form 8879 Select Upload to upload your form(s) as one file Fax to our office at 317-452-1111 attention "Form 8879" Mail to our office, but only if it is at least 10 days before the filing deadline. We have prepared the return from information you furnished us without verification. Upon examination of the return by tax authorities, requests may be made for underlying data. We therefore recommend that you preserve all records which you may be called upon to produce in connection with such possible examinations. We sincerely appreciate the opportunity to serve you. Please contact us if you have any questions concerning the tax return. A copy of the return is enclosed for your files. We suggest that you retain this copy indefinitely. Very truly yours, Katz, Sapper & Miller JobId:182610 - ProfxId:19X:60508.000 - Year:2019 - FYE:2019 Form 8879-EO Oepartrnent of the Treasury THE CAT, LTD. WILLIAM R WOOD PRESIDENT IRS a -file Signature Authorization for an Exempt Organization For calendar year 2019, a fiscal year beginning , 2019, and ending Do not send to the IRS. Keep for your records. Go to www.irs.gov/FormSB79EO for the latest inform OMB No. 1545-1878 20— 1 2019 715318 Check the box for the return for which you are using this Form 8879-EO and enter the applicable amount, if any, from the return. If you check the box on line 1a, 2a, 3a, 4a, or So, below, and the amount on that line for the return being filed with this form was blank, then leave line 1b, 2b, 3b, 4b, or 5b, whichever is applicable, blank (do not enter -0-). But, if you entered -0- on the return, then enter -0- on the applicable line below. Do not complete more than one line in Part I. 1a Form 990 check here (] b Total revenue, if any (Form 990, Part All, column (A), line 12) 2a Form 990-EZ check here ® b Total revenue, if any (Form 990-FZ, line 9).......................................... 3a Form 1120-POL check here 0 b Total tax (Form 1120-POL, line 22) .......................... ...................... 4a Form 990-PF check here 0- 0 b Tax based on investment Income (Form 990-PF, Part A, line 5) ......... lb zb51,784. 3b 4b 5a Form 8868 check here 0 b Balance Due (Form 8868, line 3c) ... 5b Part llr1 Declaration and Signature Authorization of Officer Under penalties of perjury, I declare that I am an officer of the above organization and that I have examined a copy of the organization's 2019 electronic return and accompanying schedules and statements and to the best of my knowledge and belief, they are true, correct, and complete. I further declare that the amount In Part I above is the amount shown on the copy of the organization's electronic return. I consent to allow my intermediate service provider, transmitter, or electronic return originator (ERO) to send the organization's return to the IRS and to receive from the IRS a) an acknowledgement of receipt or reason for rejection of the transmission, (b) the reason for any delay in processing the return or refund, and (c) the date of any refund. If applicable, I authorize the U.S. Treasury and its designated Financial Agent to initiate an electronic funds withdrawal (direct debit) entry to the financial institution account Indicated in the tax preparation software for payment of the organization's federal taxes owed on this return, and the financial institution to debit the entry to this account. To revoke a payment, I must contact the U.S. Treasury Financial Agent at 1. 888-353.4537 no later than 2 business days prior to the payment (settlement) date. I also authorize the financial institutions involved in the processing of the electronic payment of taxes to receive confidential information necessary to answer inquiries and resolve issues related to the payment. I have selected a personal identification number (PIN) as my signature for the organization's electronic return and, if applicable, the organization' s consent to electronic funds withdrawal. Officer' s PIN: check one box only D Iauthorize KSM BUSINESS SERVICES, INC. to enter my PIN 1 6050 ERO firm name Enter five numbers, but do not enter all zeros as my signature on the organization's tax year 2019 electronically filed return. If I have indicated within this return that a copy of the return is being filed with a state agency(ies) regulating charities as part of the IRS Fed/State program, I also authorize the aforementioned ERO to enter my PIN on the return's disclosure consent screen. As an officer of the organization, I will enter my PIN as my signature on the organization's tax year 2019 electronically filed return. If I have indicated within this return that a copy of the return is being filed with a state agency(ies) regulating charities as part of the IRS Fed/State program, I will enter my PIN on the retum's disclosure consent screen. Officer' s signature Date Part III I Certification and Authentication ERO' s EFIN/PIN. Enter your six -digit electronic fling identification number ( EFIN) followed by your five -digit self-selected PIN. 3554858009 Do not enter all zeros I certify that the above numeric entry is my PIN, which Is my signature on the 2019 electronically filed return for the organization indicated above. I confirm that I am submitting this return in accordance with the requirements of Pub. 4163, Modernized e-File (MeF) Information for Authorized IRS e- file Providers for Business Returns. ERO' sslgnature KSM BUSINESS SERVICES, INC. Date 11/12/20 Do Not Submit This Form to the IRS Unless Requested To Do So LHA For Paperwork Reduction Act Notice, see Instructions. Form 92305110- 03-19 JobId:182610 - ProfxId:19X:60508.000 - Year:2019 - FYE:2019 15181112 757887 60508.000 2019.05000 THE CAT, LTD. 60508 01 THE CAT, LTD Membership List Effective as of February , 2018) Officers: President: William R. Wood Treasurer: Deborah B. Wood Secretary: Miranda Armie Directors: William R. Wood Deborah B. Wood Miranda Armie Christopher S. Roberae Christopher Carmen Members: William R. Wood Deborah B. Wood 33615732 WHAT HAPPENED IN 2020 In January of 2020 The Cat was looking forward to the best year yet in her young life, hosting 8 Resident theatres, and giving a home to both returning and new programming from local schools and artist groups. The Mission of The Cat was working doing her part in creating a "vibrant oasis of fun and inspiration" in the Carmel Arts and Design District. However, following the COVID lock down, most programming was either cancelled or rescheduled to 2021. Some programming was able to continue due to aggressive COVID 19 alterations at The Cat. In addition, experimentation with digital forms of live theatre was conducted. As example Indy Bardfest, who we worked with to orchestrate an outdoor performance on the streets of Carmel in front of The Cat (July), produced a live -stream performance to a closed audience using three 4K digital cameras from inside The Cat, reaching a much broader audience all over the country. But theatre is a live, in -person art form, and digital substitutes are merely a way of holding space and entertaining patrons until a return can be made to the magic of the stage. The Cat feels fortunate that she has been able to survive these frightening days in great part to the Grant received from The City of Carmel. The Cat's income from rental fees and concessions is dramatically down. If not for the Carmel Arts Grant and, to a much lesser extent, the Payroll Protection Program, The Cat would not have been able to sustain her staff, her operations and meet her financial obligations. In addition to staff and operations support, the 2020 Carmel Arts Grant was designated for 2 Carmel Apprentice Theatre productions — Play On! and Disney's Descendants. Play On! Has been postponed until 2021. 9 out of 12 performances of Disney's Descendants were produced at 50% occupancy. As we have postponed Play On! we will carry approximately $6000 over to 2021 for its production budget. In conclusion, the show must go on! Though these tumultuous times are mostly characterized with disappointment, and the cancellations have been devastating to artists and audiences alike, it has been inspiring to see how the artist community has worked together and kept going. Adaptation and Tenacity are our words of the year! The Cat will continue to forge ahead in 2021 and create work that will be virtual or live depending on the circumstances; finding different ways to continue her Mission and contribute to the evolving experience in the Arts and Design District. Our Request: We anticipate the limitations of the pandemic to impact programming and income through June. We will continue with aggressive safety precautions for live programming in The Cat until which time the COVID 19 vaccine is widely available; as well as continue with exploration and experimentation for other forms of delivering a theatre experience. We have removed from our forecast concession income through June and forecasted 50% capacity (ticket sales) for The Carmel Apprentice Theatre in the first half of the year. Exhibit G - 2020 highlighted accomplishments & 2021 new plans 2020 NEW STAFF Audrey Larkin, Production Manager finished her first complete year Jonathan Scoble, part-time Director of Development, joined the team NEW PROGRAMMING The Cat brought INDY BARDFEST back to Carmel. We started housing ARTLAB when they lost their Carmel space. We are incubating a new ballet company: BALLET INITIATIVE ® (performing the only open -to -the -public Nutcracker in the area this season. Started a prototype for a future theatrical workshop series. COVID SAFETY we worked with all of our arts groups to ensure a safe environment for recitals and performances. we sell The Cat masks we added Plexiglass dividers to the snack bar we complete daily disinfection we added 4 hand sanitizer stations we require a temperature below 99.5 to enter the building (hospital standards) we reduced capacity by 50% to 60 guests, with social distancing we then reduced capacity by governors' orders to 50 guests, with social distancing we closed concessions, to prevent "eating & drinking", an often -abused excuse to take off masks COST SAVINGS cancelled phone service stopped newspaper advertising PHYSICAL IMPROVEMENTS built the mezzanine, so that people in back could see the stage better restructured our technical capabilities within the theatre created a "Prop Room" COMMUNITY OUTREACH we built the CHESHIRE CAT GARDEN (free fresh produce) we hosted a blood drive to help our health care system This year The Cat provided performance space for 72 shows and performances The Cat was able to maintain a low rental fee (25% lower than other theatres) Created THE CAT CAROLERS! an all -volunteer travelling singing group touring Carmel for the holidays. Kept events going for the mental health and wellbeing of our community to the best of our ability. 2021 PHYSICAL IMPROVEMENTS more pleasing landscaping, possibly removing old rock garden improve stage lights lower stage 12", to give better headroom for actors, and better room for sets and scenery possible new lightboard, as our current equipment is outdated and finicky The Catmobile, a travelling theatre! COMMUNITY OUTREACH UNIVERSITY HIGH SCHOOL Drama Department will hold its "J Term" at The Cat Recruited an on -air personality from Fox 59 to act in Carmel Apprentice Theatre shows, so as to raise local awareness of The Cat and the City of Carmel. NEW PROGRAMMING The Cat will host the CARMEL MUSIC AND FILM FESTIVAL (complimentary) The Cat will be Incubating new playwrights The Cat will be Incubating a new theatrical production company RESOLUTION NO. BPW 02-03-21-06 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrantCarmel Arts Council.docx1/27/202110:04AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and 7h a rb0e I Arts CO U nc, (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, 1/IVl vt LayAead 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, agrees to grant $ 3,000.00 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. Generally, the Grant award may not exceed one third 1/ 3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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, unaudited Balance Sheet and Income Statement, 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 8 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who 2 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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. 3 14. 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 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. 15. 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. 16. 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: Printed Name of Officer: ViyiA-Q vTtrl-t-afi> Title: Date: II - / LOL D CITY OF,CA ("Grantor") By: M. James Brainard, Mayor 1- 13-2021 ATTEST: Date: 1-13-2021 If you have any question concerning the City of Carmel's 2021 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, %kibbgna ca mel in goy. Q Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of Contact Email: APPLICATION AMOUNT: $ 4457() DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Sn, /-" tackecl Additional pages may be added to Exhibit "A") BY: hr a^— ` Printed Name of officer: i L 1u-!) Title: Tl—t° a5 LUr r' Date: 11 — I,: - ZOZD Carmel Arts Council EXHIBIT A The year 2020 has affected the Carmel Arts Council's needs like no other year. While we will most definitely continue with our high school senior scholarships in 2021, we have adjusted our usual operations to accommodate our patrons and members during this most unwelcome Pandemic. 1. Our outdoor signage is both dated and deteriorating. We feel so grateful to be part of the City's Art & Design District, and want to put our best foot forward. Downtown continues to draw people week after week, and we want our sign to be updated, as well as safe for the public. Currently it is hanging precariously by a rusting support. We feel this is unsafe if it should break and drop the sign, as well as its less than aesthetically pleasing sight. $550.00 2. Due to the Pandemic, we created ways to highlight our local artists and students without having patrons come inside our gallery. We have streamed interviews with local student artists, hung exhibits and shown them online, and of course Our City approved Art in the Garden events were very successful, even in their inaugural year. We are making plans now to expand this event in 2021 with more artists, more interactive activities during the events, and a longer season. We would like to expand our outdoor season by purchasing outdoor heaters for our events. The heaters would allow us to expand our outdoor season, create additional outdoor art events, and play an active role in the City's monthly Gallery Walks, even in inclement weather. $400.00 3. By expanding our season and increasing our outdoor activities, the Arts Council is in need of some additional equipment. We need 6 foot tables for our interactive events and a tent/canopy for our garden. These would both be used continually through our Art in the Garden events, as well as when we are represented at numerous community events such as the Farmer's Market, the International Art Festival, and more. 500.00 4. Our fourth request strays from the Operational costs, but rather a continuance of our annual donations toward art events, scholarships, and aid. Due to the Pandemic, we have seen a greater need for many students when families have been financially stressed. In addition to our visual art scholarships, we would like to get a program in place that offers help for selected students that would pay for their music lessons, instrument repair, or instrument rental/purchase. We will be working with the middle school and high school band and orchestra staff to help determine individual needs. The arts have indeed suffered in 2020, so we feel that increasing our monetary aid can help keep the Arts alive until we all return to some sort of normalcy. 3000.00 Total GRANT REQUEST 4450 W ai Na L O N U -p 0 m 0 E J a U C: S cv m 0 LL N N 0 o O o 0 0 0 0 0 0 0 0 0 0 0LO O O00 o 0 0 0 00 O M O O O LO M O ON O O O 00 O O O O O O M O O O M 0 O N N O O O O O O O OONN O O O 0 0 W M O) 00 m N v O O 0 0 N O O O O CO to O mVN 00 000 co 00mV000coD O O 0 0IrON0 00 000 C6 d) O ON O O O O 99 O O N M Lo O 0) O VON 0 0 0 o O 0 0 0 0 0 0 0 0 0 0 Lo LOIONV O O O O O O o O 0 O O p O O LO NI N O O O O 0 0 0 0 O O O O O O O O O I O O O u O O O O O O O O 0 O O 0 O N N N O O N O O O O O O O O CO LO r-vr O O O O O O O O 0 0 00 1 0 N N O OO O O a O 0 0 00 0 0 0 0 O N O O O O I O 0 0 0 O O a0 LOVI 0 0 OE E O 0 U Na a C a O JC C Y @ O U) E NU 0 C> O o0 aa) y0 CDa OWICLaaC.+ 0 E m O O O) IL o E ULUcwx Y m U a C LLI u)a)a C aCUOaC'O N LLJ U OdcE mO N 0 O OEO O0 co N a aC O- OOOOdFWmHLLJU0 O 0- a C0 0 W a N i C O N a) U cn m ° 0 O p JE Y Z U c cB cu L 2 NaQ cm N o O 0 0 O o 0 0 Lij IT OO 0 N OO 0 OO 0 OO0 D o On N OO 0D OO0 OO0 co 0ON 0OM M C\ J O O O Oo N Cl) O O O O O O o O O O O O CD O OLO I 0 0 0 lMN O O O O O O O O O O N O O N O o 0 0 0 0 v O N N l0 O O O f") 0 0 0 0 OD a o n O OOOOO NK) d' O c;0ocNOLOIO u7 04 0 0 0 V 3) o l00 N 0 0 0 0 O O N N O N O OI 00V) NM NN OOL6On M 0 0 OV N n n l LO 0 C NC @ N Nc Nc w X O @ O r N 0 @ a N. O L w1Cw H CO N 0UC CL c V O N iE iJ E @O V c ma O c U d 0) N CLEN y c EE o I- cU00 O o ctiFHiq t/7 m 0 0c F- I° Fp Z a Z ELM v.. vv v . , ly Vt/r J VII 111U III t111J Ullll/G. E)h16+ C.,- s-co2 Rov. 2-80 State Form 30721 STATE OF 1NDIANA OFFICE OF THE SECRETARY OF STATE To Whom These Presents Conte, Greeting: CERTIFICATE OF INCORPORATION CARMEI_ S INC. I, ED WIN J. SIMCOX, Secretary of Slate of Indiana, hereby certify that Articles of Incorporation of l he 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 Arlicles conform to law; that I (rave 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 Arlicles 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 incarporalor(s) as ]Its (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 f trtl:ercertify that its corporate existence, has began. r n:v handandaffixed ire iiy of lndhanapolis, this 21st ----- day of M 51n4COX, Secretary of 5tate Deputy EAni l D Internal Revenue Service Date: March 10, 2003 Carmel Arts Council, Inc. 40 W Main Street Carmel, IN 46032-1764 Dear Sir or Madam: Department of the Treasury P. 0. Box 2608 Cincinnati, OH 45201 Person to Contact: Kathy Masters ID# 31-04015 Customer Service Representative Toll Free Telephone Number: 8:00 a.m. to 6:30 P.M. EST 877-829-5500 Fax Number: 513-263-3756 Federal Identification Number: 35-1573574 This is in response to your request of January 16, 2003 regarding your organization's tax exempt status. Our records indicate that a determination letter issued in September 1987 granted your organization exemption from federal income tax under section 501(c)(3) of the Internal Revenue Code. That letter is still in effect. Based on information subsequently submitted, we classified your organization as one that is not a private foundation within the meaning of section 509(a) of the Code because it is an organization described in sections 509(a)(1) and 170(b)(1)(A)(vi). This classification was based on the assumption that your organization's operations would continue as stated in the application. If your organization's sources of support, or its character, method of operations, or purposes have changed, please let us know so we can consider the effect of the change on the exempt status and foundation status of your organization. Your organization is required to file Form 990, Return of Organization Exempt from Income Tax, only if its gross receipts each year are normally more than $25,000. If a return is required, it must be filed by the 15th day of the fifth month after the end of the organization's annual accounting period. The law imposes a penalty of $20 a day, up to a maximum of $10,000, when a return is filed late, unless there is reasonable cause for the delay. All exempt organizations (unless specifically excluded) are liable for taxes under the Federal Insurance Contributions Act (social security taxes) on remuneration of $100 or more paid to each employee during a calendar year. Your organization is not liable for the tax imposed under the Federal Unemployment Tax Act FUTA). Organizations that are not private foundations are not subject to the excise taxes under Chapter 42 of the Code. However, these organizations are not automatically exempt from other federal excise taxes. Donors may deduct contributions to your organization as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to your organization or for its 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. rnatlana tNot-vcr-r•ront raxrcegtsarattora uertmeate This certificate may not be used to collect sales tax) Form NFP-1 State Form R/4-o2) 1I10RgMIIlgtitfRtBRIIR!tittplltig9'f131 ltRAP1 CARMEL ARTS CNCL 40 W MAIN CARMEL, IN 46032 Date Issued 12/13/2002 SALES TAX BXitMPT Taxpayer ID No, 0007330235 000 0 Organization exempt from payinofSalesTax. Organization not exempt from st tax. I...... Detach Here) This Taxpayer Identification Number (T)])) may be used in making purchases exempt from sales tax, provided themerchandiseistobeusedforpurposesasexplainedinInformationBulletin10. This Taxpayer Identification NUMberM) may be used on Sales Tax Exemption Cenificates(ST-105) when making qualified purchases. 1. Purchases by Not -For -Profit Organizations A. Purchases for own use In order to quality for Sales Tax exemption on purchases as a not -for -profit organization, the followingconditionsmustprevail: 1. The organization must be named or described ill I.C. 6-25521 This includes organizations organizedandoperatedexclusivelyforoneormoreofthefollowingpurposes: Religious Fraternal Literary Charitable Educational Civic Scientific 2. hlso included are the following specifically named not -fox -profit organizations: Labor Unions Public Schools Licensed Hospitals Parochial Schools Churches Pension Trusts Monasteries Business Leagues Convents 5iudent Cooperative Housing 3. The article purchased trust be used for the same purpose RP that for which else organization is beingexempted. Purchases for the private benefit of any member of the organization or for any other individualeligibleforexemption. Purchases used for social purposes are never exempt. 4. The fact that an organization is being exempted by the Federal Government or by the State of Indiana for Sales Tax purposes does not necessarily mean that a purchase made by a not -for profit organization is exempt. B. Purchase for resale Tangible personal property purchased for resale by not -for -profit organizations is eligible for Sales Tax exempti C, Purchases by social organizations Purchases ortangible personal property by organizations organized and operated predominantly for social purpo; not exempt. If over fifty percent (50%) of its expenditures are for, or related to, social activities such as food an( beverage services. golf courses, swimming pools, dances, parties, and other social activities, the organization wfl considered to he predominantly organized and operated for social purposes. If the organization has been classli7ed as a social organization or a water corporation, this Taxpayer Identification Numt TIl3) MAY NOT be used for exemption from sates tax on items purchased for the purpose of the organization, STATE OF INDIANA SS: COUNTY OF HAMILTON of AFFIDAVIT an authorized representative being first duly sworn upon my oath, state that pursuant to paragraph 2 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 calendar year ending 2Wtotaled $ 73 / 0 G 20ZO Signature /, r Printed Name V I w Subscribed and sworn to before me, the undersigned Notary Public, this day of JAMES INCORVAIA NOTARY PUBLIC 14 AL1 STATE OP INDIANA h{Y COMMISSION EXPIRES AUG. 7. 2024 Public Name Cl nc'f ' Lf1 C( i 1.i I Q. Resident of "C,rn i I n n County, Indiana My Commission Expires: F -7 /ati 4:52 PM Carmel Arts Council 11/18/20 Balance Sheet Standard Accrual Basis As of October 31, 2020 Oct 31, '20 ASSETS Current Assets Checking/Savings CAC Primary Account 33,700.40 Total Checking/Savings 33,700.40 Total Current Assets 33,700.40 Other Assets Other Assets-780.43 Total Other Assets-780.43 TOTALASSETS 32,919.97 LIABILITIES & EQUITY Equity Opening Balance Equity 37,970.97 Retained Earnings-7,791.67 Net Income 2,740.67 Total Equity 32,919.97 TOTAL LIABILITIES & EQU... 32,919.97 Page 1 3:45 PM Carmel Arts Council 11/18/20 Profit and Loss Standard Accrual Basis January 1 through October 30, 2020 Jan 1 - Oct 30, '20 Ordinary Income/Expense Income Donations 4,437.26 Grants 0.00 Other Types of Income Membership Dues 2,662.00 Miscellaneous Revenue 12.94 Total Other Types of Income 2,674.94 Total Income 7,112.20 Expense Donation/Scholarships 1,900.00 Facilities and Equipment Equip Rental and Maintenan... 92.00 Facilities and Equipment - 0... 189.39 Total Facilities and Equipment 281.39 Gallery Expense 412.78 Operations Telephone, Telecommunicati... 110.35 Total Operations 110.35 Other Types of Expenses Dues 0.00 Insurance - Liability, D and O 787.00 Other Costs 880.01 Total Other Types of Expenses 1,667.01 Total Expense 4,371.53 Net Ordinary Income 2,740.67 Net Income 2,740.67 Page 1 exh16--E rN 0 0106 No. 1545-6047 m V ILL I i V uifl l/Y us^p.e.YLGL.VY s AI :C0.rl .'0YYJ r,TY in a -Y GA Lhi Y J Under section 501(c), 527, or 4547(a)(1t of the Internal Revenue Code (except private foundations) -. r .. .......• .,,,..., _.,,.r,v: ,.:cc........ .., uct, :, .c r.../ se ,:,woe p,.m,c. a Sew. be . _.. .. . . ... .:../, „lino::;,== "., -" Fcr the Lu', s catenoar yccr ,; y„„; lie,. ,.•,n, k e. r " 5 C Name oforganization D ,irnpioyentlennhcadon numoer P.--.: e-r ^a:ed Cc rating Metroo: Website: WM 35- 1673574 1 NnmFPr pnA elreel rnr0ll,v,y Nmeil 1. nM lrniv9r9A 1n 81,ner 3AArsS6J r20011 1q,jt0 r_,__„____,._.-__ 7- :)- 8398 City or,mvn, state or province, country, and ZIP or foreign postal acca F Group Exemption cARy -- -- T . 46082 --t N- .ber Cash u Accr.al liner (specify) i Y R?/,:-. A."'RCn.-T'r1--:. n'; H ChecK 1 ;XI if the organization is not required to attach Scneduie S Form 980. 990-FZ. or 990-PF). a..- ori-etia-: I'vl Ccro-- "n I_I f-' A=;...,t;o^ r7 O!h , es 5b, 6c, ano 7o toer,e 9 m oetermme gross receipts. If gross receipts are $200,000 or more, or if total assets mn ( 6)) are $500,000 or rr,ora, fie Form vt6 „"mtaoo of Form a0-c[ ...... ... . . .. ............................... 0' $ 5 621 f teVeri lue, CXaerSb'813, 5ri0 l,fia,9ye5 (15 i e'i ,4ssets or ru,",u Oai0h8e9 (See Tfle IOSTfUC[IOnS YOr Daft I) ^ 1 Contributions, gifts, grams, ano sim6ar amounts receiveo 164 2 Program sarv;ca reve.lua irtd,:o:1g government fees and contracts 2 j 7 C. Membership dues and assessments r-_53 1 .7 2, 5 i 4 investment income . ........ . ..... .......... 58 5a> Grass amount from sale of assets omer than inventory p bLess: cost or other basis ono sales expenses 00 c 3a6t or boss) Gom sb,e 01,usdris oner loan inventory (suotract fine 5o from,Lle 5a) 6 Gaming and fundraising events: a Gross income from gaming (attach Schedule G if greater than S15. 000) I Se I l b Gross income Ecm r dr is;n;, ev mu snot;- - r, 1-_ of contributions from fundraising events reported on line 1) (adacn Scheduie G if the sum of such gross income ano contributions exceeds $15,000) ua I 9f 7 I dii c Less: direct expenses from gaming ano fundrasol; events a Net income or (loss) from gaming and fundraising events (add iines 6a aria 6o ano suotract aae xval tine60 .......................................................... w, o 7a Gross sales of;nvarliory, less returns and allowances o Bess: Cost Of y000s so,o 70 , c Gross profit or (loss) from sales of inventory (subtract line 7b from line 7a) 7c 8 Other revenue (describe in Schedule O) 8 162 9 t Total revenue. Ado tines'I. 2. 3. 4. 5c. on. 7c. aac e c S F"-, 11 12 14 1s 16 3. adtsaci:>hlliiar,.hw_-,::, - 0 aduhScheoie0i , 10, 34v Benefits pain to or for memoers ....... . . . . . . . . . ... . .... . ....... . . y: Salaries, other compensation, and employee oeoefits Professional fees and other payments to Independent contractors 1,150 Occupancy, rent, utilities, and maintenance /4 Printing,.............................. Publications, Postage, and shipping ........................... ............................. 15 I 225 Su 4 , Other expenses (oescnoe in Scnu, eoe 0; 4i U 18 Excess or ( deficit) for the year (suotract line 17 from one 9) -10 504 19 Net assets or fund oalances at oeginrung of year (from line 27. column (A)) (must agree with and -of -year figure raa'.lad a: prior yaar's return) ............... _ ' - 51,461 20 Other changes in net assets or fund oalances ex lain in Scneoue O) 9 p i21Net assets or fund balances at eno of year amS'^a " t rou-'1 z0 ` 21 40,957 PaperworK Reduction Act Notice, see the separate instructions. Form 990-EZ (2019) THE CARMEL ARTS COUNCIL MEMBERSHIP DIRECTORY November 2019 EXECUTIVE BOARD OF DIRECTORS CO -PRESIDENT Connie Titak (Jim) 3947 Chadwick Drive Carmel, IN 46033 Home: 317-844-5544 Cell: 317-590-5544 cititak@gmail.com Member induction date 10/2007 Birthday —March 26 CO -PRESIDENT GALLERY COORDINATOR Donna Tutwiler (Mart) 3526 E. Carmel Drive Carmel, IN 46033 Home: 317-844-3154 Cell: 317-258-1352 Mamatut03@aol.com Member induction 10/2006 Birthday —July 13 VICE PRESIDENT Joyce Burrell (Jim) 14030 Powder Drive Carmel, IN 46033 Home: 317-844-5682 Jaburrelll@gmail.com Member induction 9/1996 Birthday — March 22 INTERIM SECRETARY Karen Kennedy (Bob) 14720 Warner Trail Westfield, IN 46074 Cell: 317-850-1681 Kskennedy65@gmail.com Member induction 02/2017 Birthday — September 4 TREASURER Vivian Lawhead (Larry) 13199 Ditch Road Carmel, IN 46032 Cell: 317-443-7548 vklawhead@gmail.com Member induction 02/2008 Birthday— May 15 BOARD OF DIRECTORS MEMBERS Jim Burrell 14030 Powder Drive Carmel, IN 46033 Home: 317-844-5682 Cell: 317-442-5356 Jfburre1139@gmail.com Member Induction 11/2018 Sue Everly Collier (Glenn) 751 Arrowwood Drive Carmel, IN 46033 Home: 317-844-2881 Cell: 317-627-1236 sue.e.collier@gmail.com Member induction 10/2006 Birthday — October 5 Kimberly Lyons 862 Rosalind Place Carmel, IN 46032 Cell: 317-691-2462 kimgottschild@gmail.com Member Induction 09/2018 Birthday - Bill Johnson (Jill) 1258 Cottonwood Court Carmel, IN 46033 Cell: 317-513-4759 Home: 317-816-0061 wiohnson@mibor.net Member induction 09/2017 Birthday —January 1 Jill Johnson (Bill) 1258 Cottonwood Court Carmel, IN 46033 Cell: 317-331-6232 Home: 317-816-0061 Jillel3@gmail.com Member induction 09/2017 Birthday— September 29 Kathy McKinzie 4999 Deer Ridge Drive South Carmel, IN 46033 Cell: 317-695-1425 Kmckinzie1213@aol.com Member induction 02/2017 Birthday— December 13 GUILD MEMBERS Trish Chanen 4369 Abbey Drive Carmel, IN 46033 Cell: 317-345-7172 tchanen@hotmail.com Member induction 9/2018 Celestine Donnelly (Cy) 9018 Crook Drive Indianapolis, IN 46256 Cell: 317-213-7572 cydonnelly@yahoo.com Member induction 5/2016 Jo Ellen Flynn 4424 Statesman Drive Indianapolis, IN 45250 Cell: 317-409-3070 Jeflynn@hotmail.com Member induction date 2/2012 Birthday —April 12 Debbie Gangstad 300 Beachmont Avenue Carmel, IN 46032 Home: 846-0715 Cell: 317-979-4236 dgangstad@gmail.com Member induction 2/2012 Gavin Goode 815 College Way Carmel, IN 46032 Cell: 317-503-2015 gavin.goode@yahoo.com Member induction 7/1/2019 Barbara Hammer 14053 Inglenook Lane Carmel. IN 46032 Home: 317-843-9722 Cell: 317-590-6720 barb49hammer@mymetronet.net Member induction 10/2014 Mary Harshbarger 2406 E. 96`h Street Indianapolis, IN 46240 Home: 317-846-4734 Cell: 317-605-3785 marymarieharsh@aol.com Member induction — Dinah Knipe 2509 East 98th Street Indianapolis, IN 46280 Home: 317-846-2914 Cell: 317-450-7402 Ieknipe@earthIink.net Member induction 9/2013 Stephanie Miller 421 S. Rangeline Road Carmel, IN 46032 steph@greatgrowins.com Cell: 317-414-5607 Member induction 06/2018 Dave Platt 14076 Finnhorse Drive Carmel, IN 46032 Cell: 317-656-9591 Daveplatt37@gmail.com Member Induction 09/2018 Mary Jane Roth 846 Hawthorne Drive Carmel, IN 46033 Home: 317-571-9933 Cell: 317-379-6866 mlroth56@gmail.com Member Induction 10/2019 Nancy Rothrock 4640 Oxford Place Carmel, IN 46032 Home: 317-844-8716 Rothrock4640@att.net Member induction 11/2013 Vicki Collier Rude 131 Second Ave. N.W. Carmel, IN 46032 Cel l:317-501-0080 vickirude@hotmail.com Member induction 09/2017 Birthday— December 8 Robin Spyker 13411 Spring Farms Dr. Carmel, IN 46032 Cel l:616-566-0180 robinspyker@gmail.com Member induction 7/11/2019 Harriet Warkel 3668 Brumley Way Carmel, IN 46033 Home: 317-846-3719 harriet@indy.rr.com Member Induction 01/2013 Birthday —August 11 Amelia Warren 13870 E. 1915Y Street Noblesville, IN 46060 Ameliawarren94@gmail.com Cell: 317-670-4898 Member induction 06/2018 Birthday - ASSOCIATE MEMBERSHIP Sandy Barretto 5474 Larissa Place Carmel. IN 46032 Home: 317-815-5881 Cell: 317-966-0721 sandybarretto@yahoo.com Member induction 9/2001 Dr. Charles Conrad, C.M. 410 Second Avenue, NE Carmel, IN 46032 Home: 317-844-4341 cpconrad@indy.net Member induction 6/1993 Dawn Fraley (Mark) 16756 Burket Dr. Westfield, IN 46074 Cell: 317-439-3450 dawn@fraley.com thegreatframeup@ameritech.net Member induction 2009 Birthday —September 7 Kathy Henderson (Jim French) 14575 White Hall Circle Carmel, IN 46033 Cell: 317-565-3787 Klhenderson1158@gmail.com Member induction date 10/2007 Birthday —September 11 Dee Kerber 1235 Cottonwood Court Carmel, IN 46033 Cell: 317-694-6531 kerber52@msn.com Member induction 01/2001 Birthday —January 28 Jayme McComas (Rod) 12253 Hobby Horse Drive Carmel, IN 40632 Cell: 317-319-8854 Home: 317-846-9771 Jaymein2002@aol.com Member induction 4/2008 Birthday— February 3 Meg Gates Osborne (Brad) 9875 Lakewood Drive East Indianapolis, IN 546280 Cell: 317-590-7522 meg@megpromo.com Member induction 10/2012 Birthday —July 22 Cherie Plebes (John Heinzinger) 10887 Wilmington Drive Carmel, IN 46033 Home: 317-569-8398 Cell: 317-402-7989 Cherie.piebes@att.net Member Induction 08/2005 Birthday — September 7 Rosemary Waters (Paxton) 1207 Donnybrook Drive Carmel, IN 46032 Cell: 317-850-9861 Rwaters514@aol.com Member induction 2003 Birthday— November 3 Beverly Weaver 30 West Main Street Carmel, IN 46032 Home: 317-846-3362 Cell: 317-727-0639 bevweaver@aol.com Member induction 2/2008 HONORARY LIFETIME MEMBERS Betty Sanford The Forum 8505 Woodfield Crossing Blvd #108 Indianapolis, IN 46240 Home: 317-581-1349 Member induction 1993 R. Carol Skinner 57 Amalfi Drive Carmel, IN 46032 Home: 317-846-4329 rcarolskinner@yahoo.com Edward Marietta (Deceased) Wife: Robin robinspyker@gmail.com Carmel Arts Council EXHIBIT G The Carmel Arts Council was able to sponsor/donate/gift artists during the Pandemic year. While the high school was online only and couldn't hold their annual art exhibit which prevented our scholarships, we were able to use our grant in creative ways to help our local teachers/artists. We look forward to a healthier 2021 so we can once again support our community art events, student art exhibits, and scholarships. Rain on Main 100.00 Teacher Grants/Donations 2000.00 Art in the Garden Artists 319.00 TOTAL $2419.00 RESOLUTION NO. BPW 02-03-21-07 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrantCarmel Clay Historical Society.docx1/27/202110:05AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and - S (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: That on behalf of Grantee, a not -for -profit corporation, I, yd"aA a&XY5&W an authorized representative of Grantee, have applied for a City of d6el 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, agrees to grant $ 3 , 0 00.0 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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: I. 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, unaudited Balance Sheet and Income Statement, 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 8 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. Said review or audit, if requested, 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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. 3 14. 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 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. 15. Severability. If any term of this Agreement is invalid or unenforceable under any statute, revelation, 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. 1 b_ 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 wntien representations and agreements regarding same. Notwithstanding any other terra or condition set forth herein. but subject to paragraph 15 hereof to the extent any terra or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any terra 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 1W% TCESS WFMROF, the parties hereto have made and executed this Agreement as follows_ ME Date: l 1-1,0 —LO Fxu Wye Di r7X,&r- CITY OF CAR.MnEL ("Grantor") lames Brainard, Miayor 1-13-2021 ATTF-ST: Date; 1-13-2021 If you have am' qucsxion conccmin_ the Cim of Car el"s 2021 Arts Gann PTo_ram. grant v+riint_ _uiddincs oTapplication macrials. contact Stwon Kibbc.CityotCamcL Oft- Civic Square. Ca LIMa60. Phon,-3ii s9 ?SS3.3:dPm_iremrnd_i••nc. 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Telephone: 6`7 - R - Fax: Contact Person: 1 Email: d cmr\as o A A prir rmo I n Iii i t 1MS t APPLICATION AMOUNT: $ 3., w b DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Ckk 5trci2 \Nt i\li W+ e AbCotvo,557LY) bc n4 l.c rerlS A\e t1, , K I o,,r s c F. s 11uo Ow - ow be Additional pages may be added to Exhibit "A") Title: Ewmif& t . . i 5 K CARMEL' CLAY Artist Commission — Daniel Warren's Rail Pen Carmel's founding father, Daniel Warren, brought his family to Carmel in the winter of 1831.They settled on the southwest quarter of what is now the intersection of Main Street and Range Line Road in the heart of the city. At the time, it was an untamed wilderness. He immediately built a rail pen shelter, where his family lived for six weeks until their log cabin was completed. The Carmel Clay Historical Society would like to commission a painting of Daniel Warren's rail pen to give a sense of what it might have been like in those first days in the wilderness. The painting would hang in the Carmel Clay Historical Society s museum, which will be constructed in 2021, and would also be used in a book about Carmel's history that the historical society is publishing in the next year or so. Daniel's son Zina wrote a book of reminiscences and described the wilderness in which they settled: The first thing to do after landing in the then solid wilderness... was to cut down an oak tree and split enough rains to make a rail pen, and boards to cover it. A fire -place was left on one side and a "back -log" rolled in place, and a door on another side to which a sheet was hanged up for a shutter. This was the first house! There were yet some Indians, bears, panthers and wolves and deer galore, wild turkeys, pheasants, rattle snakes, and squirrels in great abundance. When burning brush at night, droves of deer, attracted by the light, would come near enough for their eyes to be seen.... Droves of hungry wolves would come up of nights with their dismal howling. My father later kept dry brush heaps in stock, so that when the wolves got too fresh he could set fire to one, and the light would scare them away for that night.' The rail pen was a temporary structure constructed of rails or poles (round logs). The term pen implied that it was a small, one -room dwelling or shelter. The Warrens lived in the rail pen for six weeks, after which they built a more permanent cabin, which Zina described in his book as follows: The cabin had] rocks for corner stones on which they built up with beech logs, scalped a little on two sides and notched at the corners. Round poles made the joists and rafters, and clap- boards, split boards about four feet long, for the roof and ceilings. The boards on the roof were held in place by poles, and the boards were laid loose on the joists. The cracks were "dobbed" with clay which, after drying, would crack and sometimes pieces would get knocked out.... The floor was made of "puncheons," split slabs with the edges trimmed to fit together. The chimney was made of split sticks covered with clay, and the hearth and back wall of clay. The stairway was a ladder. The doors were made of split boards with wooden hinges and latch, having a string to it, and passed the outside through a hole in the door, pulling the string would unlatch the door and by pulling the string inside your door was fastened from the outside. I A few holes were bored and wooden pegs driven in for wardrobe hooks, and there was the house ready to move into! Benjamin Mendenhall was born in Carmel in 1844. His recollection of the forest follows: I] remember the country as almost a solid forest extending many miles in every direction. Deep, dark woods, and so still one could almost hearthe sunbeams as they glinted through the tall trees. The silent woods was singularly quiet and the solitude so intense it would appall any small boy. We seldom ventured far from home, unless along with an older brother, or father, who always carried a trusty rifle. Deers [sic], bears, foxes, and occasionally a small pack of wolves, roamed the forests, which made life interesting to the small boy.... Over east of Carmel, on a little farm belonging to my father was an immense swamp, and in early days there were many beavers in the small lake. If the ground has not been plowed a remnant of the old beaver dam may still be found at the north end of the lake. I remember this years ago as a dam nearly three hundred feet long, and must have backed up the water over at least twenty acres. This old swamp was the night roosting place of millions of birds.... The old swamp was the home of quite a number of otters. I have seen these animals along Cool Creek.... The swamp was a noted place for big blue cranes, kingfishers, shitepokes, the small fly - up -the -creek, and the large ones, erroneously called hell divers. These large birds were quite rare, and the name has faded from my memory. One could hear them "pumping" or playing in the water almost a mile away, and 1 have known timid people who would not venture out of doors after nightfall if one of those uncanny birds was heard "pumping" in the lake' Warren, Zina. Reminiscences of the long Ago. 1911, p. 6-7. Warren 8. Old Line Stories for Young People." Cormel5tandord. 10 Mar 1922, p. 3. A Proposal for Daniel Warren's Rail Pen Painting by Brad Fields 11639 Tylers Close Fishers, IN 46037 317.258.2354 brad@bradfieldsstudio.com www.bradfieldsstudio.com Per the Carmel Clay Historical Society's, Artist Commission — Daniel Warren's Rail Pen document, I am proposing the following: Research both the structure's design and appearance. Research items the Warren Family might have had with them at the time of their arrival, i.e. tools, wagon, livestock, etc. Research the wilderness landscape which Zina Warren describes including the Beech & Oak hardwood forest setting. As part of that research I will attempt to locate such a grove(s) in Central Indiana to visit it in late February and early March to do En Plein Air studies in order to depict what the six weeks of living in the Rail Pen would have looked like. The artistic style I will be exploring is The Richmond Group because of the connection of the Warren's Quaker heritage and their stop in Richmond to visit relatives on their migration route to Hamilton County. The final painting will be executed using professional grade watercolors on either 300# premium watercolor paper (100% archival quality) or on a hard panel sealed with varnish. The size will be approximately 3'w x 2't plus appropriate finishing and framing. The finished piece will be delivered to the Carmel Clay Historical Society (CCHS) framed and ready to hang. Framing will be professionally done in Carmel by a local company and the costs included. The artist will consult with representatives of the CCHS and/or the exhibit and interior designers to complete the framing. Cost of the proposed commission including all materials, framing; research, travel and creative time estimated at 80 to 100 hours) would be $3,000.00. All preliminary studies, research and sketches would be retained by the artist; while all copy rights would be granted to the CCHS, the artist would reserve the right to use images of the work for promotional and personal archival use. CARMEL CLAY HISTORICAL SOCIETY REVENUE 2020 Budget 2021 Proposed 2020 Actual Contributed (private) 13,000.00 90,000.00 13,344.25 Annual Campaign 13,000.00 15,000.00 Capital Campaign 75,000.00 Contributed (public) 42,250.00 61,550.00 48,850.00 2020 Grants 20,850.00 Carmel Arts Grant (2) 4,250.00 24,000.00 Clay Township 5,000.00 5,000.00 Hamilton County Tourism 1,000.00 1,000.00 Questers 500.00 250.00 Indiana Humanities Action Grant 3,500.00 3,300.00 City of Carmel Archivist 28,000.00 28,000.00 28,000.00 Sponsorships 8,000.00 8,000.00 4,100.00 Corporate Sponsors 8,000.00 8,000.00 Retail 0.00 200.00 761.29 Gift Shop 0.00 200.00 Investments 3,500.00 750.00 544.21 Interest 3,500.00 750.00 Events 9,150.00 9,150.00 0.00 Other Events 150.00 150.00 Spring Tea 1,500.00 1,500.00 Garden Tour 500.00 500.00 HHTTickets 6,500.00 6,500.00 History of Crooked Stick 500.00 500.00 Memberships 7,000.00 8,000.00 7,772.54 Family 7,000.00 8,000.00 Tours/Programs 3,800.00 3,800.00 33.00 School Tours 3,800.00 3,800.00 Other Revenue 12,800.00 8,900.00 6,366.97 Miscellaneous Revenue 300.00 300.00 1,667.86 Brick Project 12,500.00 8,600.00 4,699.11 TOTAL REVENUE 99,500.00 190,350.00 76,799.88 Buildings and Grounds 2,800.00 9,920.00 547.00 Building Repairs* 2,000.00 2,000.00 Bugs 300.00 300.00 Updates (fencing, bench and windows) 500.00 7,620.00 Contract Services 1,500.00 5,500.00 5,376.00 IT 1,500.00 5,500.00 Programming/CollectionsCare 5,250.00 29,393.00 7,055.00 Carmel Arts Grant(s) 24,000.00 7,055.00 Exhibits* 5,250.00 3,300.00 PastPerfect Virtual Exhibit 1,000.00 Archival Care 1,093.00 Dues, Fees, Membership 2,038.00 2,038.00 1,916.62 American Associaion of Museums 20.00 20.00 Indiana Historical Society, Local History 50.00 50.00 OneZone 200.00 200.00 AASLH 118.00 118.00 Indiana Landmarks 50.00 50.00 Paychex 1,100.00 1,300.00 CPA 500.00 500.00 Event Expenses 8,075.00 8,075.00 6,667.04 HHT 1,500.00 1,500.00 1,161.04 Tea 1,500.00 1,500.00 Brick Project 5,000.00 5,000.00 2,708.00 Garden Tour 75.00 75.00 Exhibit expenses 2,798.00 Membership 1,020.00 1,340.00 1,964.07 Newsletter 480.00 800.00 Marketing (Constant Contact) 540.00 540.00 Basic Office Operations 5,885.00 8,885.00 7,871.65 Computer Software 275.00 275.00 Insurance, Liability D&O 2,810.00 2,810.00 Postage, Mailing 400.00 400.00 Printing/Copying 1,000.00 4,000.00 Office Supplies 700.00 700.00 Computer/Scanner for Archival (1) 700.00 700.00 Human Resources 62,348.21 118,504.25 50,011.41 Executive Director* 15,600.00 15,600.00 Emily 21,000.00 21,600.00 Andy/Jessica 19,920.00 8,000.00 Workman's Comp Insurance 935.00 935.00 Payroll Taxes 4,323.96 11,800.00 Fundraiser 60,000.00 Insurance EPL and Exec 569.25 569.25 Retail Sales 15,00 55.00 53.27 Retail Sales Tax 15.00 55.00 53.27 Purchase of new items Utilities - Full year Est 6,800.00 6,620.00 6,830.62 Internet and Phone 2,000.00 2,000.00 Gas 1,200.00 1,420.00 Electric 2,200.00 1,800.00 Security 600.00 600.00 Water/Sewer/Trash` 800.00 800.00 TOTAL EXPENSES 95,731.21 190,330.25 88,292.68 c State of Indiana Certified Copies To Whom These Presents Come, Greeting: I, CONNIE LAWSON, Secretary of State of Indiana, do hereby certify that I am, by virtue of the laws of the State of Indiana, the custodian of the corporate records and the proper official to execute this certificate. I further certify that this is a true and complete copy of this 8 page document consisting of the following records filed in this office: Certification Date: November 29, 2017 Business Name: CARMEL CLAY HISTORICAL SOCIETY INC Business ID: 197703-772 Transaction I Date Filed LNo. of pages Articles of Incorporation 1 03/28/1977 6 Business Entity Report 1 03/12/1998 2 Total No. of pages ; 8 In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, November 29, 2017 CONNIE LAWSON SECRETARY OF STATE Page 1 Of 9 CertificateED:10108059 Internal Revenue Service District Director Department of the Treasury a D81e: JUL 2 z 1986 Carmel -Clay Historical Society, Inc. 201 Belden Drive Carmel, IN 46032 Dear Sir or Madam: Employer Identification Number. 31-Q8428Caseumber. 310001531 Person to Contact Cindy Perry Contact Telephone Number. 513-684-3578 Caveat Applies: No Based on the information you recently submitted, we have classified your organization as one that is not a private foundation within the meaning of section 509(a) of the Internal Revenue Code because you are an organization described in section 509(a)(1) and 170(b)(1)(A)(vi). Your exempt status under section 501(c)(3) of the Code is still in effect. This classification is based on the assumption that your operations will continue as you have stated. If your sources of support, or your purposes, character, or method of operation change, please let us know so we can consider the effect of the change on your exempt status and foundation status: This supersedes our letter dated May 1, 1979. If the above heading indicates that a caveat applies, the caveat below is an integral part of the letter. Because this letter could help resolve any questions about your foundation status, You should keep it in your permanent records. If you have any questions, please contact the person whose name and telephone number are shown above. Sincerely yours, District Director cc: Mr. Ralph H. Zimmerman 6525 E. 82nd Street, #102 Indianapolis, IN 46250 P.O. Box 2500. Cincinnati. OH 45201 1 otter vmntnne rRa a -oat STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) AFFIDAVIT I, u.btcts4 an authorized representative of NIS/N15 DYi4t( SOGfC / ('Grantee"), being first duly sworn upon my oath, state that pursuant to paragraph 2 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 calendar year ending 2019 totaled $ 1 D la $SZ. 83 ASignature i Printed Name Subscribed and sworn to before me, the undersigned Notary Public, this day ofAldvez, ZeX— , 2020. Signature - Notary Public SEAL] Printed Name_ s raw J (1/r jf It1- I/ Resident of /[ew. it Ito,\ County, Indiana My Commission Expires: 2Az2&a. Income and Expense Statement YTD Deb Teets <debteets119@gmail.com> Sat 11/21/2020 12:19 PM To: Debbie Gangstad<dgangstad@carmelclayhistory.org> 2020 REVENUES Grants 20,850.00 Donations 13,344.25 Events 0.00 Merchandise 761.29 Membership 7,772.54 City Contract 23,300.00 Interest 544.21 School Tours 33.00 Brick Project 4,699.11 Sponsorships 4,100.00 Refunds 1,667.86 Paypal/Square Fees 272.38 Total Income $76,799.88 EXPENSES Payroll Tax 9,493.46 Utilities 6,838.94 Insurance 6,206.11 Salary 39,582.95 Events 3,869.04 Depot Maintenance 547.00 Membership Support 1,169.43 Dues to Museum Support 480.42 Office Expenses 2,205.51 IT Support 5,376.00 Marketing/Advertising 794.64 Equipment 395.03 Fees 1,571.15 Grant Covered Artwork 7,055.00 Bricks 2,708.00 Donations 0.00 Income 76,799.88 Expenses 88,292.68 Net Income 11,492.80 Short Form corm 990-EZ I Return of Organization Exempt From income Tax 2019 Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) A Forthe2019eale B Qlackxapph,abN: Address change Name change rmtislretam Final.eM iratad Amended rshan Do not enter social security numbers on this form as it maybe made public. Go to wwwars gov/Porm990EZfor instructions and the latest information. tax veer beninnino , 2019, and ending P.O. tax, ff=it is not der"aed to street address) D Employer identification number Roomrsane i E Telephone number F Group Exempfion Number G Accounting Method: [Kj Cash U Accrual Other (specify) n Chem W ® if Ole OlganQatlOn is not I Webske: ChMOLCLAXHISTORY.ORG required to attach Schedule B J Tax-exempt status (check only one) sm(cx3) sm(cx I Cmaert ) Ie47(x+) 52r (Form 990, 990-F2, or 990-PF). K Form of organization: ® Corporation U Trust Association Other L Add lines 5b, 6c, and 7b to One 9 to determine gross receipts. If gross receipts are $200,000 or more, or if total assets Part 11, column (B)) are $500,000 or more, file Form 990 instead of Form 990-EZ •.: • • • ... • • • • . ' • $ 109,366 P v Revenue, Expenses, and Changes in Net Assets or Fund Balahces(see the instructions for Pan p El or town. slate ar proWnW. mnmy, and ZIP or f0W&A PWal code l:necK a me orean¢a ton usw a"uvumv ..... ,mop... •.. ... -..-,--_,._.. ... _._ _. _ - a-`-' 1 80,8041Contributions, gifts, grants, and sanffar amounts received . • • • • • • • • • 2 Program service revenue including government fees and contracts • - - c._ - '• .... 2 17,157 3 Membership dues and assessments ................ • •s '... • ...... 3 7 928 4 Investment income • • - • • • ............ • • ....... 4 3,063 5a Gross amount from sale of assets other than inventory • • . Sa to less: cost or other basis and sales expenses • .. • • • • • s- • --s- • 56 c Gain or (loss) from sate of assets other than inventory (Subtract ? 5b ironhlba 5a)``.. • ' . • • . • . • • • 5c 6 Gaming and fundraising events: -: r a Gross income from gaming (attach Schedule G if g(eeter th.m _ - '• a 15,000) . . . . ... . .... . .. . .. . . .. . . .. .. .. . ea b Gross income from fundraising events ( not indudi r=95. ^ of contribufions ram K from fundraising events reported on One 1) (attach SK"e G 6 sum of such gross income and contributions exceeds $1..10€)p'`• - 6b c Less: direct expenses from gaming and? ising events Be d Net income or (loss) from gaming and fu4 events (add fines 6a and 6b and subtract n ........ ........ 6d line6c) ...............g,;.- .. µl_ ... Ta Gross inventory, less retumb'Hnda4ances 72 414salesof e:x- , b Less: cost of goods sold • • • • ok -c ..;t. ............... 7b from sates of t (pry (Subtract fine 7b from line 7a) • • • • . • • • • • • • • • • • • • 7c 414 8 c Gross profit or (loss) -..- .zs-., ............ 8 Other revenue (describe in 0)`.= -- - - - - - - - - - - - - - - - 9 109,3669Totalrevenue. Add Ones 1 2, 3 f; 56d. 7c, and 8 ........................... 10 Grants and simil A ngou ip (fist•,#Schedule 0) . • • • • . • • • • • • • • • • • • • • • • • • • ' ' ' ' 11 Benefits paid rfe7 sb,>e .`;'`.................................... 10 11 12 Salaries, other 9erbsalTZKtMsand employee benefits - • ' ' ' r • • • 12 56,793 13 13 Prof andk"r pa9man is to independent contractors • • • • • • • • • • • • • • • • • • o. 14 0 ncy, rent, um' es; ` t maintenance - • • • • • .................. " • " • 14 13,915 15 1,239XW15Pit , publications •ostage, and shipping . • • • • . • • • • • • • • • • • • • • • 16 Othe as (d be in Schedule 0) - - • • • • .................. • " • • • • ... 16 44 601 17 116 548 17 Total e _ x . lines 10 through 16- • • • • • ............ • • • • " " ' - " • • . 18 Excesa or ( Wfor the year (Subtract line 17 from line 9) • . • • . • • • • • • • • • • • • • • • • ' • • 18 7 182'. 19 Net assets or fund balances at beginning of year (from line )7, column (A)) (must agree with r' 4 end -of -year figure reported on prior year's return) • • • • . • • • • • • • • • • • . • • ... • • • • • • . • 19 294 892 20 m 20 Other changes in net assets or Turd balances (explain in Schedule 0) • • .. • • • • • . • • • • • • • • • • 21 287,660 t•.... nnn , Mn101 2 21 Net assets or fund balances at end of year. Combine lines 18 through 20 • .. For Paperwork Reduction Act Notice, see the separate Instructio w. SEA mn 990-EZ (2019) CARMEL—CLAY HISTORICAL SOCIETY 7NC 31-0903428 Page 2 Carmel Clay Historical Society Board of Directors 2019- 2020 President Dan McFeely V1' Nick Davis Treasurer Deb Teets Secretary Christine Owens Board Member Susan Anderson Board Member Julie Kingston Board Member Larry Lawhead Board Member Vivian Lawhead Board Member Meg Osborne Board Member Brad Sexauer Board Member Fred Swift Executive Director Debbie Gangstad Historian Andy Wright City Archivist Emily Hanawalt Collections Manager Past President, Emeritus Officer Jennifer Hershberger Past President, Emeritus Officer Sharon Kibbe Carmel Clay Historical Society 211 ist Street S.W. Carmel, IN 46032 317-846-7117 info@carmelclayhistory.org Carmel Clay Historical Society Year End Report City of Carmel 2020 Arts Grant The Carmel Clay Mstorical Society's 2020 City of Carmel Arts Grant was a realistic oil painting on canvas depicting a Monon steam engine. We commissioned Chris Blice of Blice Edwards to design and create this 6' x 10' painting on canvas stretched on wooden bars. With Andy Wright's historical information and an image of a steam engine that traveled through Carmel from 1912 to 1928, Blice Edwards created just what we asked. They creatively chose a sepia paint color which complements the historical feel of the Depot. When children visit our train exhibit in the Monon Depot Museum, they often stop in amazement at the sheer size of this beautiful artwork. Chris Blice assured us this paint could withstand exterior viewing, but we want to preserve it as we share it with the public. We anticipate displaying this piece for many years to come, thanks to the funding from the 2020 City of Carmel Arts Grant. Timeline: November, 2019 Application for grant January 3, 2020 Grant awarded for $4,250 March 20, 2020 50% deposit of $2,125 paid to Blice Edwards May 22, 2020 Inspection for final changes June 1, 2020 Final delivery and payment of $2,125 Carmel Clay Historical Society 211 ist Street S.W. Carmel, IN 46032 317-846-7117 info@carmelclayhistory.org RESOLUTION NO. BPW 02-03-21-08 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrantCarmel Community Players.docx1/27/202110:07AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and e—A2meL CommumitIX PIAVFas_o / nlc, (the 4'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, 4AM21 M®,JT (4 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, agrees to grant $ 6,000.00 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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, unaudited Balance Sheet and Income Statement, 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 8 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who 2 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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. 3 14. 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 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. 15. 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. 16. 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: e-ARMtL CCMMO.1kTJ /PtAjeaS, INc, ("Grantee") By: +. %%r —'ems r ( Signature) Pi medName ofQl cer: LAP y M60TA4 Title: i2cA5oQ,e r Date: I I /I I I ?Ozo CITY 07 CARME._ L ("Grantor") By: James Brainard, Mayor Date: 1/13/2021 ATT ST: Date: 1/13/2021 If you have any question concerning the City of Carmel-s 2021 Am Grant Program, grant writing. guidelines or application materials, contact: Sharon Kibbe, City of Carmel, One Civic Square, Cannel, IN 46032. Phone: 317-571-2483, aN earinel In ¢ev. El Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Carmel Community Players, Inc Address: 1950 E Greyhound Pass Suite 18-302 Carmel IN 46033 Telephone: 317-815-9387 Contact Person: Larry Montag, Treasurer Email: Larrymontag@aol.com APPLICATION AMOUNT: $7,000 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: We are proposing to use this portion of the grant funds to help defray some of our rental costs. We have been in the process of procuring a new location* for our theater in the Carmel Area. Our search has found that the commercial rental rates in Carmel are a lot higher than what we had been paying in Clay Terrace. We anticipate that a new theater will cost 3 — 4 times our previous per square foot rental rate. Since the cost of rent will become a greater share of our budget in the future, we would like to devote a portion of the city grant to that expense. FYI, we were close to getting space on Gradle Dr but the landlord had his previous tenant skip out on him and he was concerned with our ability to pay so the deal fell through. We have a landlord in Meridian Village Plaza that is very eager to have us as his tenants but have not signed a lease because of the uncertainty with the ongoing pandemic. We may sign a lease in the Spring if can see an end to the pandemic. By:' M(J, Printed Name fficer: Larrv ntag Title: Treasurer Date:11/11/2020 2021 Calendar Year Budget - Exhibit B Organizational Expenses Playhouse Rental 25,200 Equipment Repair 300 Phone/Internet 600 Website Hosting 1,040 Merchant Fees 4,400 Marketing -Current Ads 4,400 Marketing - Misc 3,600 Insurance 1,600 Office Supplies 1,000 Tax & License Fees 100 Other Misc 2,000 Total Organizational Expenses 44,240 Non Musicals Plays Musicals Rights 6,000 Scripts 600 Expenses 4,500 Printing 2,000 Rights $ 2,500 Expenses $ 2,500 Printing $ 1,000 Total Season $ 19,100 Total Expenses $ 63,340 Income Season Tickets 4,600 Non Musicals Plays 18,000 Musicals 10,000 Donations 1,400 Memberships 4,500 Interest 600 Carmel City grant 7,000 Clay Township Grant Total Income 46,100 Net Profit 17,240) Exhibit C incorporation Letteter STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF INCORPORATION OF CARMEL COMMUNITY PLAYERS, INC. Y; , mTrAR 1L sEvom ssMCt DISTRICT DIRSCTOR P. 0. SM 2509 CIUCINM=, ON e5201 Datmt Tor as a CARM Cps03) M PLATIM INC p0 BOY 455 CNFML, = 49032-0455 DiaARTHM OF TUB TRBASORY Employer Identification Bomber: 35-1598503 DIM 1705320673402e Contact persons D. A. DOE91= Contact Telephme Number. 577) 429-S500 Our Letter Dated: April 19% Addendum Applies no Dear Appliosnts This modities our letter of the above date in which we stated that you would be treated " an Organisation that is ant a private toundation until the aspiration of your advance ruling period. Your 63mvt status under Section 501(s) of the Interval Aaveme Coda " an organization described in Nation 501(a)(3) is Still in etfaft. Based on the inforSation you submitted, we bow determined that you arm not a private foundation within the waving Of Section $09(9) of the Code beaauSm you case av orgsnisatim of the type described in "ation Soo (a)(1) and 170(b)(1)(A)(vi). Grantors and omtributc" may rely on this detemination unless the internal sewn" service publishes notice to the Contrary. BOrmwr, it YOU low ycar section sot (s)(1) status, a grantor or oontributor Say not rely on this determination if he or she was in part responsible for, or was awns of, the mat or failure to aft, or the Substantial or material charge on the pan of the orgeniastion that resulted in your loss of such status, or if he or she acquired knowledge that the iatarval Revenue service bad given notice that you would no lo"*r be classified as a section 509(a)(1) organisatioS. It we have indicated in the bemdiag of thin letter that an addendum applies, the addendm enclosed is an integral part of this latter. Beaauw this letter could belt' resolve any questions about your pvivSta foundation status, please keep it in your permament records. If you have ear questions, please contact the pmrecn whose nano and telibbkom fiWID" air shown abase... Sincerely yours, atD}atritor Letter 1050 (DO/Ce) STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) AFFIDAVIT I, ( A RRy M o j TA 4 , an authorized representative of CARMiEL CON\MUJiiy PLA-/ERS /,JC ("Grantee"), being first duly sworn upon my oath, state that pursuant to paragraph 2 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 calendar year ending 2019 totaled $ rl Oi 9,5 3 Signature Printed Name ' At2py MAc Subscribed and sworn to before me, the undersigned Notary Public, this r day of 2020. MOR SEAL ABIG HARTMAN Printed Name A6.10 I Har+ Y1an ll MY Coms sionG xUNpirResidentofesCounty, Indiana iANP SEPTEMBER16, 2028 p oq I NP0728766 My Commission ExTres: a7 3:30 PM Carmel Community Players 12/09/20 Balance Sheet Cash Basis As of November 30, 2020 Nov 30, 20 ASSETS Current Assets Checking/Savings Checking(2) at National Bank o 8,728.86 18400 • GM Financial Note 104,562.58 Total Checking/Savings 113,291.44 Total Current Assets 113,291.44 Other Assets 18100 • Box Office Cash 200.00 Total Other Assets 200.00 TOTAL ASSETS 113,491.44 LIABILITIES & EQUITY Equity 30000 - Opening Balance Equity 9,329.14 32000 • Unrestricted Net Assets 99,313.75 Net Income 4,848.55 Total Equity 113,491.44 TOTAL LIABILITIES & EQUITY 113,491.44 Page 1 3:32 PM Carmel Community Players 12O9120 Profit & Loss Cash Basis January through November 2020 Jan - Nov 20 Ordinary Income/Expense Income 43400 • Direct Public Support 43460 • Individual Donations 2,946.96 Total 43400 - Direct Public Support 2,946.96 44800 - Indirect Public Support 44810 • City of Carmel Grants 15,000.00 44820 • Clay Township Grants 7,833.12 Total 44800 • Indirect Public Support 22,833.12 45000 - Investments 45020 - Dividend, Interest (Securities) 4.14 45030 • Interest -Savings, Short-term CD 1,826.21 Total 45000 - Investments 1,830.35 47200 • Program Income 47230 • Membership Income 25.00 47240 - Ticket Sales 10,831.93 47250 • Season Passes 108.00 47260 • Playhouse Passes 120.00 47270 - Gift Cards 102.00 Total 47200 • Program Income 11,186.93 Total Income 38,797.36 Gross Profit 38,797.36 Expense 60900 • Business Expenses - Performance 60915 • Professional Fees 0.00 60920 • Sets & Props 2,745.56 60930 • Sound & Lights 32.60 60940 • Costumes 512.96 60950 - Hospitally, & Strike 198.97 60970 - Printing - Programs & Posters 693.38 60980 • Marketing & Advertising 2,370.00 60990 - Vendini Fees 1,168.80 Total 60900 • Business Expenses - Performance 7,722.27 62800 • Facilities and Equipment 62810 • Rent -Theater 4,750.00 62850 • Maint & Repair - Theater 123.00 62860 - Maint & Repair - Warehouse 16.85 Total 62800 • Facilities and Equipment 4,889.85 65000 • Operations 65010 • Dues & Subscriptions 120.00 65020 • Postage, Mailing Service 360.00 65040 • Office Supplies 1,049.90 65050 - Telephone, Telecommunications 391.22 65060 - Banking Fees 24.00 65070 - Tax & License Fees 22.00 Total 65000 • Operations 1,967.12 Pagel 3:32 PM 12/09/20 Carmel Community Players Profit & Loss Cash Basis January through November 2020 Jan - Nov 20 65100 • Other Types of Expenses 65120 • Insurance - Liability, D and O 799.50 65160 • Other Costs 181.84 Total 65100 • Other Types of Expenses 981.34 Total Expense 15,660.58 Net Ordinary Income - 23,236.78 Net Income 23,236.78 Page 2 Exhibit E iRS Form 990 EZ, Short Form Form 990-EZ Return of Organization Exempt From Income Tax Under section 501(c), 527, or 4947(a)(1) of the Interns Revenue Code (except private foundations) Do not enter social security numbers on this form, as it may be made public. OMB No, 1545-0047 PM 19 Department of the Treasury Internal Revenue Service wr r Go to ww.irs.gov/Form990E2 for instructions and the latest Information. A For the 2019 calendar year, or tax year beginning September 1 , 2019, and ending August 31 , 20 20 _ B Chack it applirawe: C Name of organization a D Employer identification number Address change Carmel Community Players, Inc 351898503 Name change Number and street (or P.O, box if mail is not delivered to street address) Room/suite E Telephone number Inlgal noun 1950 E Greyhound Pass 18-302 317) 815-9387 Final reWMlermin310 Amended return City or town, state or province, country, and ZIP or foreign postal code F Group Exemption Apphcaaon pending Carmel IN 46033 Number G Accounting Method: Cash Accrual Other (specify) H Check if the organization is not f Website: http:tlw w.carmelplayers.org required to attach Schedule B J Tax-exempt status (check only one) — " 501(c)(3) 501 c) ) -4 (insert no.) 4947(a)(1) or 527 (Form 990. 990-EZ, or 990-PF). K Form of organization: Corporation Trust Association Other L Add lines 5b, 6c. and 7b to line 9 to determine gross receipts. If gross receipts are $200,000 or more, or if total assets Part II, column (B)) are $500,000 or more, file Form 990 instead of Form 990-EZ . . . . . . . . . . . . $ JIM Revenue, Expenses, and Changes in Net Assets or Fund Balances (see the instructions for Part 1) Check if the organization used Schedule O to resoond to anv cuestion in this Part I . rl 1 Contributions, gifts, grants, and similar amounts received . . . . . . . . . . . . . 1 23015 2 Program service revenue including government fees and contracts . . . . . . . . . 2 28120 3 Membership dues and assessments . . . . . . . . . . . . . . . . . . . 3 4 Investment income . . . . . . . . . . . . . . . . . . . . 4 2019 5a Gross amount from sale of assets other than inventory . . . . 5a b Less: cost or other basis and sales expenses . . . . . . . . 5b c Gain or (loss) from sale of assets other than inventory (subtract line 51b from line 5a) . . . . 5c 6 Gaming and fundraising events: a Gross income from gaming (attach Schedule G if greater than 15, 000) . . . . . . . . . . . . . . . . . . . . 6a b Gross income from fundraising events (not including S of contributions from fundraising events reported on line 1) (attach Schedule G if the sum of such gross income and contributions exceeds $15,000) . 6b c Less: direct expenses from gaming and fundraising events . . . Bc d Net income or (loss) from gaming and fundraising events (add lines 6a and 61b and subtract line so) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6d 7a Gross sales of inventory, less returns and allowances . . . . . 7a b Less: cost of goods sold . . . . . . . . . . . . . 7b c Gross profit or (loss) from sales of inventory (subtract line 7b from line 7a) . . . . . . . 7c 8 8Otherrevenue (describe in Schedule O) . . . . . . . . . . . . . . . . . . . 9 53154 9Totalrevenue. Add lines 1, 2, 3, 4, So, 6d, 7c, and 8 . 10 Grants and similar amounts paid pint in Schedule 0) . . . . . . . . . . . . . 10 11 11Benefitspaidtoorformembers . . . . . . . . . . . . . . . a X w12 Salaries, other compensation, and employee benefits ® . . . . . . . . . 13 Professional fees and other payments to independent contractors ® . . . . . . . . . 14 Occupancy, rent, utilities, and maintenance . . . . . . . . . . . . . . . . . 15 Printing, publications, postage, and shipping . . . . . . . . . . . . . . . . . 12 13 14 23328 15 3241 16 Other expenses (describe in Schedule 0) ® . . . . . . . . . . . . . . . . . 16 1961 17 28530 17Totalexpenses. Add lines 10 through 16 . d19 18 Excess or (deficit) for the year (subtract line 17 from line 9) Net assets or fund balances at beginning of year (from line 27, column (A)) (must agree with 18 24624 J end -of -year figure reported on prior year's return) 19 84019 20 roz 20 Other changes in net assets or fund balances (explain in Schedule O) . . . . . . . . . 21 Net assets or fund balances at end of year. Combine lines 18 through 20 . 21 Jill 108643 For Paperwork Reduction Act Notice, see the separate instructions. Cat. No. 106421 Form 990-EZ 120191 Carmel Community Exhibit F Lori Raffel ® President Rich Phipps ® Vice President Susan Rardin —Secretary Larry Montag ® Treasurer Charlie Hanover ® Executive Producer Tim Paramore David Muse 2020 City of Carmel Grant Spending Exhibit G — Impact of $15,000 Grant With the grant money provided by the City of Carmel during 2020, the Carmel Community Players were able to bring several high -quality shows to the Carmel area at very affordable prices. Our ticket prices were only 17 for adults and $15 for seniors and students for dramas and $20 for adults and $18 for seniors and students for musicals. We also offer season ticket and playhouse pass options that bring the average cost even lower. In February, we were able to have seven performances of Lend Me A Tenor just before the pandemic hit. We rescheduled our musical, The Last Five Years, from April to July. Unfortunately, we had to cut the show short as the director tested positive during the run. Out of an abundance of caution we cancelled our September show but planned to do a Xmas show, It's A Wonderful Life, for one weekend in December until the new restrictions were announced on November 11 th. We have had to cancelled that show also. The entire Arts community has been adversely affected by the virus and we are no exception. Instead of five or six shows with 40 some performances, we were only able to have two shows with about 13 performances. We are proud of our ability to provide high quality live theater to our community and hope that 2021 brings back a sense of normality so we can continue to do so in the future. We are also proud of the City of Carmel for providing support to the arts community. We acknowledge your support during our curtain speeches, display the City of Carmel logo in our programs and posters that are posted throughout the community. I hope that the relationship between the Carmel Community Players and the City of Carmel will continue into the future and feel strongly that the community receives a great value for the grant money. 2020 City of Carmel Grant Spending Exhibit G - Grant Amount of $15,000 As of November 12, 2020 Very Merry Xmas Printing $ 10 Lend Me A Tenor Costumes 466 Set & Props 620 Printing 563 The Last Five Years Costumes 47 Set & Props 1,681 Printing 120 It's A Wonderful Life Royalities 442 Boeing Boeing Royalities 983 Mom-a-logues Royalities 718 Total Spending 5,650 Carryover to 2021 9,350 New 2021 Grant Request Facility Rental 7,000 RESOLUTION NO. BPW 02-03-21-09 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrantCarmel Education Foundation.docx1/27/202110:07AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and ' [l rMeA Ed u C&h t-oU n M -h M (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, ")Uni 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." Z. Grant Agreement. The City, after review and recommendation by the Mayor, agrees to grant $ 4 , 916.0 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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: 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, unaudited Balance Sheet and Income Statement, 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 8 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant (`'CPA") who 2 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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. 3 14. 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 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. 15. 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. 16. 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: By: ]Q,;j,y',IJ (Signature) PrinteddNNa'"ri7f`ofOfficer: -'f'e-,!!p-C,+'l,l z Title: Emtuh1P- 1)%AC.W Date: 1 1'%0--azb CITY OF EL CAR MELA(M` Grrantor") By: 4 `" James Brainard, Mayor Date: 1-13-2021 ATTEST: k,1kft,kP1k42U Date: 1-13-2021 If you have any question concerning the City of Carmel's 2021 Arts Grant Program ;rant writing, guidelines or application materials, contact: Sharon Kibbe, City of Carmel. One Civic Square. Carmel, IN 46032. Phone: 317-571-2483, skibbeWcannel in aov. El Exhibit "A" An Application and Description of the Proposed Use of Grant Funds APPLICANT: Name of Organization: Carmel Education Foundation Address: 515 E. Main Street, Ste. 124 Carmel IN 46032 Telephone: 317-844-9961 x2680 Contact Person: Jennifer Penix Email: jpenixlaccs kl2.in us APPLICATION AMOUNT: $4,916.00 DESCRIPTION OF THE PROPOSED USE OF GRANT FUNDS: Music is an integral part of education and is an essential element of Carmel Clay School's (CCS) curriculum. During elementary and middle school, every student participates in a music class every year. Additionally, many kids join their elementary or middle school choirs, or choose to participate in their elementary school's ORFF Ensemble. For many of these kids, these programs are the gateway to their participation in performing arts programs throughout Carmel. Music is proven to stimulate brain development, increase human connection, and relieve stress in students, all of which are more critical than ever as our youngest community members navigate numerous alterations to their school experience as a result of the COVID-19 global pandemic. For the past 34 years, the Carmel Education Foundation (CEF) has presented the CEF Musical Showcase featuring choral and ORFF ensemble groups from Carmel Clay elementary and middle schools. This event is an opportunity for students to perform for a city-wide audience at the Dale E. Graham Auditorium at Carmel High School. Each year, anywhere between 750 and 1,000 students participate, and the audience is comprised of parents, community members, and students. The coordination of this free community event is extensive. CEF staff and board volunteers coordinate with all 15 schools to create a performance schedule, develop communications broadcast throughout the CCS and Carmel communities, engage high school students to serve as emcees for the event, and assure that all guests have appropriate transportation via shuttles to and from the auditorium. Every year, this program has benefitted from sponsorhip whose funding is utilized to cover all marketing and production costs. Additionally, sponsor funds have been allocated to each participating music group (typically between 13 & 18) for their directors to utilize for purchasing/replenishing music equipment for their classrooms, program materials, copyrights, and teacher materials. Our belief is that, more than ever, the show must go on! Though it will be in an entirely new format this year due to the pandemic, CEF is committed to presenting the 351h Annual Musical Showcase, a beloved tradition and something hundreds of students look forward to. The 2021 CEF Musical Showcase will be streamed the week of April 12' and will feature recorded content from each of the schools which will then be curated into a production, complete with student emcees, and pertinent information about each of the music programs. A nice perk of this format is that viewers can be near or far... a bonus we believe will make many grandparents and extended family members happy! However, like many other non-profit organizations, CEF has had a nearly 70% drop in revenue this year due to not being able to host our annual in -person events and fundraisers. Additionally, many of our long-time sponsors have chosen to not sponsor any type of virtual event, which includes the CEF Musical Showcase. Hence, in order to provide this experience for nearly 1,000 Carmel kids, we are seeking alternative funding to cover our loss of revenue for CEF Showcase. Furthermore, in order to create a quality recording for production, technical theatre experts have helped us determine what equipment is necessary to make this transition. Funding from this grant will be utilized to purchase sustainable, and multipurpose, equipment for each school. While it will be initially used to record content for the CEF Musical Showcase, educators can use this equipment for school -based performance, for music instruction, and for collaboration with other schools- it really opens the door to an even broader, richer musical experience for ALL Carmel Clay students. We sincerely thank you for your consideration of this grant and appreciate your commitment to our kids and our performing arts community. The grant funds will be used as follows: Production Costs Carmel Arts Grant Shure MV88+ Video Kit with Condenser Microphone 219 per kit, 14 schools (11 elementary, 3 middle) $3,066.00 Marketing materials for each school including design, posters, outdoor banners/signs, and digital content creation $1,300.00 Production team stipend — creation of full-length video including graphics, credits, etc. $500.00 Substitute pay for lead Music Director for content curation 2 days @ $75 per day $150.00 TOTAL $4,916.00 By: -w Printed ame of Officer: Jennifer Penix Title: Executive Director Date: 11.20.2020 Carmel Education Foundation JPOSED Annual Operating Budget January 1- December 31 Approval anticipated December 2020 Income Honor Roll 2020 Budget 6,000.00 4,617.00 Proposed 6,500.00 Telethon/Annual Appeal 13,000.00 13,000.00 Showcase 3,000.00 3,000.00 5,000.00 G & G 50,000.00 13,500.00 50,000.00 Donations 23,000.00 14,103.26 20,000.00 License Plates 1,500.00 1,012.00 1,500.00 Payroll Deductions 6,000.00 654.00 1,500.00 Board Contributions 650.00 Corporate Matching 5,000.00 WOWW 8,500.00 Sponsorship 30,000.00 30,000.00 Salary 2020 BudgetExpenses Proposed 87,000.00 67,244.00 Proposed 87,000.00 FICA 5,000.00 3,800.00 5,000.00 Insurance Allowance 12,000.00 10,000.00 6,000.00 Mileage 1,500.00 Payroll Processing Fee 1,200.00 1,140.00 1,200.00 Accounting 4,100.00 3,500.00 4,100.00 Office Expenses 1,000.00 628.00 1,000.00 Telethon 100.00 0 100.00 Showcase 2,900.00 2,900.00 5,000.00 Technology Fees SmarterSelect website 3,500.00 3,500.00 3,500.00 Community Involvment: CIAF, Parade, Taste Chamber, 2,500.00 300.00 500.00 Dues/Fees 350.00 350.00 350.00 Board Expenses 1,000.00 788.00 1,000.00 Insurance 1,500.00 1,500.00 1,500.00 Bank Fees 100.00 100.00 Misc 1,000.00 61.68 1,000.00 G&G Run 16,500.00 2,300.00 15,000.00 Donor Database 4,200.00 Misc Totals 141,250.00 370.00 o 0i 2:ertlflcele A4 5M-9-6J ra STATE OF INDIANA DEPARTMENT OF STATE CERTIFICATE OF INCORPORATION SECRETARY of STATE TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING: WHEREAS, Articles of Incorporation, duly signed and acknowledged, showing no Capital Stock, having been filed in the office of the Secretary of State on the..... At.h day of........... M Y.................... 19.._ F s, for the organization of the ....................... CARIBL-CLAY EDUCATIONAL I'OUNDATION. INC. under and in accordance with the provisions of "AN ACT" concerning domestic and foreign corporations not for profit, providing for fees, providing penalties for the violation thereof, and repealing certain laws." Approved March 7, 1935, as published at Page 557, Acts of 1935. NOW THEREFORE, I, the Secretary of the State of Indiana, by virtue of the powers and duties vested in me by law, do hereby certify that the said organization is a body politic and corporate, authorized and empowered by the laws of the State of Indiana to proceed to carry out the objects of its organization. In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this .......... !8!b.day MAY By......................... 19..... 66 .. Bw tm of 8hta Indiana Department of Revenue Check if: NP-20 Indiana Nonprofit Organization's Annual Report State Fonn 51062 For the Calendar Year or Fiscal Year R10/6-19) Beginning 01 / 01 / 2019 and Ending 12 / 31 / 2019 MAYDD/YYSY M1IDf/DD/YYYY Due on the ISth day of the Sth mouth following the end of the tea year. NO FEE REQUIRED. Change of Address Amended Report Final Report: Indicate Date Closed Name ofOrgm on Telephone Number Carmel Clay Educational Foundation 317-844-9961 Address County IuhanaTaxpayer Identification Number 515 E Main Street, #124 29 City State Zip Code Federal Employer IdmtificationNumber Carmel IN 46032 35-6066912 Printed Name of Person to Contact Contacts Telephone Number Ann Bernard 317-844-9961 If you are filing a federal return, attach a completed copy of Form 990, 990EZ, or 990PR Note: If your organization has unrelated business income of more than $1,000 as defined under Section 51 f the Internal Revenue Code, you must also file Form IT-20NP. Current Information Pts, (e.g.) articles of incorporation, 1. Have any changes not previously reported to the Department been made in yoOptionbylaws, or other instruments of similar importance? If yes, attach a detailed de 2. Indicate number of years your organization has been in continuous existence. 3. Attach a schedule, listing the names, titles and addresses of your current office 4. Briefly describe the purpose or mission of your organization below. The organization's primary exempt purpose is to promote, sponsor and carryout educational, scientific, cultural and charitable purposes through scholarships and grants to students and teachers in the carmel-clay community. Email Address: 1 declare under the penalties ofperjuty that 1 have ex return, including all attachments, and to the best of my knowledge and belief, it is true, complete, and correct. V Treasurer Signature of Officer or Trustee Title Date Ann Bernard 317-844-9961 Name of Person(s) to Contact Daytime Telephone Number ortant: Please submit this completed form and/or extension to: Indiana Department of Revenue, Tax Administration P.O. Box 6481 Indianapolis, IN 46206-6481 Telephone: (317) 232-0129 Extensions of Time to File The Department recognizes the Internal Revenue Service application for automatic extension of time to file, Form 8868. Please forward a copy of your federal extension, identified with your Nonprofit Taxpayer Identification Number (TID), to the Indiana Department of Revenue, Tax Administration by the original due date to prevent cancellation of your sales tax exemption. Always indicate your Indiana Taxpayer Identification number on your request for an extension of time to file. Reports post marked within thirty (30) days after the federal extension due date, as requested on Federal Form 8868, will be considered as timely filed. A copy of the federal extension must also be attached to the Indiana report. In the event that a federal extension is not needed, a taxpayer may request in writing an Indiana extension of time to file from the: Indiana Department of Revenue, Tax Administration, P.O. Box 6481, Indianapolis, IN 46206-6481, (317) 232-0129. If Form NP-20 or extension is not timely filed, the taxpayer will be notified by the Department pursuant to I.C. 6-2.5-5-21(d), to file Form NP-20. If within sixty (60) days after receiving such notice the taxpayer does not file Form NP-20, the taxpayer's exemption from sales tax will be canceled. Illlll lllll lllll IIIII IIIII Illll IIIII IIIII Illll lllll Illll IIII I'll 25419111594 APPROVED FILED ARTICLES OF INCORPORATION MAy 1 6 1966 of CARMEL-CLAY EDUCATIONAL FOUNDATION, INC. MR11 aF S1a F OF p laNA The undersigned, being three or more natural persons of lawful age, at least a majority of whom are citizens of the United States, do hereby adopt the following Articles of Incorporation, representing beforehand to the Secretary 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 certificate of incorporation is hereby applied for, have heretofore been opened in accordance with law and that at least three (3) persons have signed such membership list. Be it further remembered that the following Articles of Incorporation and all matters heretofore done or hereafter to be done are in accordance with "An Act con- cerning domestic and foreign corporations not for profit, providing for fees, pro- viding penalties for the violation thereof, and repealing certain laws," approved March 7, 1935, and all acts amendatory thereof and supplemental thereto. INC. 1. The name of this corporation shall be CARMEL-CLAY EDUCATIONAL FOUNDATION, 2. The purpose or purposes for which it is formed.are as follows: The purposes of this foundation are to promote, sponsor and carry out edu- cational, scientific, cultural and charitable purposes such as but not limited'.to scholorships and allied.objectives; to receive and maintain a fund or funds or real or personal property; or both, and, subject to the restrictions and limitations hereinafter. set .forth, to use and apply the whole or any part of the income there- from and the principal part thereof exclusively for the purposes definedherein by making grants or loans, or both, to accredited schools in the Carmel -Clay community, to funds administered by them or for their benefit, to individuals engaged.in study or teaching, or.both, by making grants or loans to students or teachers attending accredited schools, universities and colleges, and to other civic and community edu- cational and cultural pursuits, provided, however, that no part of such income or such principal shall be contributed to, or for the benefit of, any organization whose earnings, or any part thereof, inure to the benefit of any private shareholder or individual, or any activity, propoganda, or other attempt to influence legisla— tion. As a means of accomplishing the foregoing purposes, the corporation shall have the following powers: it may receive, hold, own, manage, use, purchase, mort- gage, pledge and dispose of property of all kinds, real, personal and intangible, whether held absolutely or in trust, or by way of agency or otherwise, so long as such conditions and restrictions are not contrary to the purposes of this corpora- tion. b- 3. The period during which it is to continue as a corporation is perpetual. 4. The post office address of its principal office is 10139 North College Avenue, Indianapolis, Hamilton County, Indiana. 5. The name of its resident agent is Philip R. Correll. 6. The post office address of its resident agent is 600 Bankers Trust Building, Indianapolis, Marion County, Indiana. 7. If the memberships are to be divided into classes the designations of the different classes, and a statement of the relative rights, preferences, limitations and restrictions of each class, together with a statement as to the voting rights of any such class: SECTION i.. CLASSES. The membership of the Foundation shall be composed of such persons who have paid such amounts as the Board of Directors may require from time to time by way of annual dues to obtain and retain membership. The initial classes of membership are as follows: Regular membership - voting Junior membership - non -voting, under 18 or still in high school Life membership - voting Sustaining membership - voting SECTION 2. DUES. The initial dues of the memberhAip are as follows: Regular - - $2.00 annual Junior- - - .25 annual Life- - - - 10.00 Sustaining- 25.00 and up c - 8. The number of directors of this corporation shall be not less than fifteen (15) nor more than thirty (30). 9. The names and addresses of the first board of directors are as follows: David V. Anderson 10356 Orchard Park Drive, Philip R. Correll 111 Audubon Drive Miss Minnie Doane 621 First Ave. NE James D. Garretson RR1 Box 216 Weymouth Fogelberg 10204 N. New Jersey Robert J. Irvin RR1 Box 601 H. Roll McLaughlin West 116th Str et James Morris 1461.Y--+Lumi ifteNF Rd Brista Ra aDa*i4-jahu"4iL Mrs. LaVerne Kerchner 1• 1114 211 Belden Drive John F. Klingensmith P.O.Box 444 William W. Pace RR1 Box 697 Tom Quellhorst 318 Hickory Drive Forest M. Stoops 170 Carmel View Mrs. Marilyn Thomas 80 Fourth Ave. SE Raymond S. Thompson RR 2 Box 294A V.V.Thornberry Box 308 John K. Thorne 10139 N. College Ave. Frank J. Wemhoff 9 Woodland Circle Indianapolis Hamilton Indiana Carmel Carmel Noblesville Indianapolis Carmel Carmel Carmel fndiaeapm#s Carmel Carmel Carmel Carmel Carmel Carmel Carmel Carmel Indianapolis Carmel AT-MC-1A MOMk(g l0618 TIMtCR LAA1$ CARMEL .. q MAA.Ir TDH1V90A1 A).116-11L aTk:67- r, i, It OT-Fo Al. FRCA)2F-i,,aL DITCH! ROAD I- '• 10. The names and post office addresses of the incorporators are as follows: Philip R. Correll Ill Audubon Drive Carmel Hamilton Indiana Robert J. Irvin RR1 Box 601 Carmel Hamilton Indiana John K. Thorne 10139 N.College Ave. Indianapolis Hamilton Indiana d 11. A statement of the property and an estimate of the value thereof, to be taken over by this corporation at or upon its incorporation: The sum of One Hundred Dollars ($100.00) cash. 12. Any 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: This corporation shall be governed by the laws of the State of Indiana and its own By -Laws. By -Laws may be adopted by and amended by the Board of Directors. A majority of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors; and if a majority of the Board of Directors are present at any stated meeting, action may be taken by a majority vote of those directors present. Directors may not vote by proxy. Meetings of the Board of Directors shall be held upon call of the President or upon call by any five (5) members of the Board of Directors. Unless waived seven 7) days notice shall be given of the time, place and purpose of any special meeting of the Board of Directors. The Board of Directors shall meet to organize immediately following the approval of the Articles of Incorporation and shall elect a President, Vice President, Secretary and Treasurer. The Board of Directors shall thereupon adopt By -Laws for the governing of the affairs of the corporation. Thereafter, the Board of Directors shall meet at least annually at or within five (5) days of the annual election of directors. In the event the directors and members of this corporation decide they are going to dissolve, then in such event, all of the assets of the corporation, over and above those needed to pay off any debts and liabilities of the corporation, shall be distributed to corporations or organizations which are exempt (except any corporation organized and operated for testing public safety), provided the distributees have purposes similar to those for which this corporation is founded. After the property has been substantially disposed of in such manner, the corporation shall then take such legal steps as may be necessary to dissolve and after the dissolution has been accomplished, any money or property remaining shall escheat to the State of. Indiana. e- A minimum o;k/three ohe incorporators designated in Article 10 on page - c - sho' d sign above. STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) Before me,a Notary Public in and for said County and015tate, personally appeared -- PHILIP R. CORRELL ROBERT J. IRVIN JOHN K. THORNE and severally acknowledged the execution of the foregoing articles of incorporation. WITNESS my hand and notarial seal this n.L day of May, 1966. 7 ' (signature) S E A L) JAfhNS l4. MUf21 IS printed) Notary Public My commission expires: ncparunent of the TreasnryCAIRSnQIntern] Revenue Service exhi bif A In reply refer to: 0752858409 ATLANTA GA 39901-0001 Nov. 30, 2018 LTR 4168C 0 35-6066912 000000 00 00028750 BODC: TE CARMEL-CLAY EDUCATIONAL FOUNDATION INC CARMEL EDUCATION FOUNDATION CARMEL CLAY SCHOOLS 5201 E MAIN ST CARMEL IN 46033-9822 010391 Employer ID number: 35-6066912 Form 990 required: YES Dear CARMEL-CLAY EDUCATIONAL FOUNDA: We're responding to your request dated Nov. 20, 2018, about your tax-exempt status. We issued you a determination letter in AUGUST 1967, recognizing You as tax-exempt under Internal Revenue Code (IRC) Section 501(c) 03). We also show you're not a private foundation as defined under IRC Section 509(a) because you're described in IRC Section 509(a)(2). Donors can deduct contributions they make to you as provided in IRC Section 170. You're also qualified to receive tax deductible bequests, legacies, devises, transfers, or gifts under IRC Sections 2055, 2106, and 2522. In the heading of this letter, we indicated whether you must file an annual information return. If you're required to file a return, you must file one of the following by the 15th day of the 5th month after the end of your annual accounting period: Form 990, Return of Organization Exempt From Income Tax Form 990EZ, Short Form Return of Organization Exempt From Income Tax Form 990-N, Electronic Notice (e-Postcard) for Tax -Exempt Organizations Not Required to File Form 990 or Form 990-EZ Form 990-PF, Return of Private Foundation or Section 4947(a)(1) Trust Treated as Private Foundation According to IRC Section 6033(i), if you don't file a required annual information return or notice for 3 consecutive years, we'll revoke Your tax-exempt status on the due date of the 3rd required return or notice. You can get IRS forms or publications you need from our website at www.irs.gov/forms-pubs or by calling 800-TAX-FORM (800-829-3676). If you have questions, call 877-829-5500 between 8 a.m. and 5 p.m., local time. Monday throuoh Fridav (Alaska and Hawaii follnw Pacific y Y111 I n C Department of 11w I'reasmv1( Infernal Revenue Service 010391 ATLANTA GA 39901-0001 010391.108447.308010.30242 1 An 0.408 530 hiP11111dIn 11h1111rg4P11i1v1w14 41ng11 111d11 1 CARMEL-CLAY EDUCATIONAL FOUNDATION INC CARMEL EDUCATION FOUNDATION X CARMEL CLAY SCHOOLS 5201 E MAIN ST CARMEL IN 46033-9822 CUT OUT AND RETURN THE VOUCHER IMMEDIATELY BELOW IF YOU ONLY HAVE AN INQUIRY. DO NOT USE IF YOU ARE MAKING A PAYMENT. 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. IRS address must appear in the window 0752858409 BODCD-TE INTERNAL REVENUE SERVICE ATLANTA GA 39901-0001 11,1111111,11611111111111111111111111111111111u111 Use for inquiries only Letter Number: LTR4168C Letter Date 2018-11-30 Tax Period 000000 I Ilal III IBIIUJII I li l ll III 356066912* CARMEL-CLAY EDUCATIONAL FOUNDATION INC CARMEL EDUCATION FOUNDATION CARMEL CLAY SCHOOLS 5201 E MAIN ST CARMEL IN 46033-9822 35LO66912 XN CARM 00 2 000000 670 00000000000 IRS address must appear in the window. 0752858409 BODCD-TE INTERNAL REVENUE SERVICE KANSAS CITY MO 64999-0204 1111 11116611111111111 111111111111 111111111 1 111144111 Use for payments Letter Number: LTR4168C Letter Date 2018-11-30 Tax Period 000000 356066912* CARMEL-CLAY EDUCATIONAL FOUNDATION INC CARMEL EDUCATION FOUNDATION CARMEL CLAY SCHOOLS 5201 E MAIN ST CARMEL IN 46033-982Z 356066912 XN CARM 00 2 000000 670 00000000000 STATE OF INDIANA SS: COUNTY OF HAMILTON of AFFIDAVIT an authorized representative being first duly sworn upon my oath, state that pursuant to paragraph 2 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 calendar year ending 2019 totaled $ I v n DOD if Signature11 Printed Name •Q/i l%[ U Subscribed and sworn to before me, the undersigned Notary Public, this 20f day of 2020. SEAL] qFw-w---W ANOV"SvA Sea , pmwqrSaleofraramtE' ire<'r 'd 2d2 Signature - Notary Publi Printed Name pl (,! ye Z,tj -< 4 Cz 4 AJO-f< Resident of Hc.. -tip i a-, County, Indiana My Commission Expires: ZG C-AhU,lit & Carmel Clay Educational Foundation BALANCE SHEET As of October 31, 2020 TOTAL 1000 Temporarily Restricted Cash/Inv 1009 NBI- Pass Through SCHOLARSHIPS 1,915.79 1009.01 Carmel Baseball Backers 0.00 1009.02 CHS Choral Dept 1,500.00 1009.03 Carmel Ftbl Alum-Legacy(nonCEF) 1,500.28 1009.04 Golden Opportunities 0.00 1009.05 Carmel Girls Volleyball 0.00 1009.06 Carmel Dads Club-Legacy(nonCEF) 1,500.00 1009.07 DeWayne Akin/Woodbrook 610.00 1009.08 DECA Scholarship 750.00 1009.09 Dan Nelson Wrestling 0.00 1009.10 Ice Hounds Hockey Club 0.00 1009.11 Lisa Evans/Ghosts & Goblins 500.00 1009.12 Mohawk Trails 500.00 1009.13 PTO Scholarship 2.14 1009.14 Tub McDonald 50.00 1009.15 Haehner-Legacy (nonCEF) 6,720.95 1009.16 Chuck Koeppen Cross Cntry-Girls 1,000.00 1009.17 Coach Koeppen Cross Cntry-Boys 1,000.00 1009.18 Legacy Fund Scholarships 179.38 1009.19 Sapper Cross Country 0.00 1009.20 Carmel Boys Basketball Spirit 0.00 1009.21 Allegion 0.00 1009.22 Scientech Ed Foundation 0.00 1009.23 Charlie Scott 0.00 1009.24 Carmel Ftbl Alum 833.00 1009.25 Pup Running 10,000.00 1009.26 Carmel Track and Field Parent 3,000.00 1009.27 Brett Finbloom 0.00 1009.28 Beverly Platt 0.00 1009.29 Class of 1998 Scholarship 2,200.00 1009.30 Dawn Matters 415.00 1009.31 Kopnisky Family Scholarship 4,000.00 1009.32 Tripp Zanetis Scholarship 19,650.00 1009.33 SWISH 0.00 1009.34 DeWayne Akin Soccer Scholarship 2,000.00 1009.35 Schleich Family Scholarship 0.00 1009.36 Danqulsf/McDonald Scholarship 650.00 1009.37 Carmel Elementary Scholarship 0.00 1009.38 CHS Lacrosse Scholarship 0.00 1009.39 Audio Chuck Podcasting Schlshp 25,000.00 Cash Basis Monday, November 9, 2020 03:14 PM GMT-05:00 214 Carmel Clay Educational Foundation BALANCE SHEET As of October 31. 2020 TOTAL Total 1009 NBI- Pass Through SCHOLARSHIPS 82,810.54 1011 NBI -Pass Through GRANTS 18,106.38 1011.02 Allegion 0.00 1011.03 Reese 0.00 1011.04 Andrew Lee 0.00 1011.05 Endowed Grant-5% 11,000.00 1011.06 Other Grants 252.34 1011.07 Maxine Winner 50.00 1011.08 Barbara Story 0.00 1011.09 No Shave 0.00 1011.10 City Council Grant 10,000.00 1011.11 Doris Cavanaugh 1,320.00 1011.12 Carolyn Hopp 1,810.00 Total 1011 NBI - Pass Through GRANTS 6,325.96 1013 NBI - Scholarship HOLDING 1,012.64 1013.04 Nancy Pulley Scholarship 10,082.49 1013.05 Stephen Backer Scholarship 499.40 1013.07 Dr. R. Hartman Scholarship 0.00 1013.09 Matthew T Fabbro 505.00 1013.11 Cherry Tree Patriot 0.00 1013.12 Steve Norris 0.00 1013.13 Scott Gregg WHJE Scholarship 6,250.00 1013.15 Deb Davis Creekside Scholarship 0.00 1013.16 Nicholas Wolfe 97.72 1013.17 George Cornelius 0.00 1013.18 Gregg Ferrin 100.00 1013.19 Jon Teuscher-College Wood 0.00 1013.20 Jon Teuscher-Weaver 1,060.00 Total 1013 NBI - Scholarship HOLDING 16,683.27 Total 1000 Temporarily Restricted CashAnv 105,719.77 Total Bank Accounts 2,167,601.43 Accounts Receivable 1110 Accounts receivables 0.00 Total Accounts Receivable 0.00 Other Current Assets 1299 Undeposited Funds 0.00 Total Other Current Assets 0.00 Total Current Assets 2,167,601.43 TOTAL ASSETS 2,167,601.43 Cash Basis Monday, November 9, 2020 03:14 PM GMT-05:00 3/4 Carmel Clay Educational Foundation BALANCE SHEET As of October 31. 2020 TOTAL LIABILITIES AND EQUITY Liabilities Current Liabilities Accounts Payable 2010 Accounts payable 0.00 Total Accounts Payable 0.00 Credit Cards 2012 UFB Credit Card 748.09 Total Credit Cards 748.09 Other Current Liabilities 2011 Credit card payable 0.00 2170 Pass Through Scholarships 217010 Carmel Football Alumni 0.00 Total 2170 Pass Through Scholarships 0.00 Total Other Current Liabilities 0.00 Total Current Liabilities 748.09 Long -Term Liabilities 9100 SBA Loan 25,000.00 Total Long -Term Uabilitles 25,000.00 Total Liabilities 25,748,09 Equity 3001 Opening Sal Equity 0.00 3010 Retained Earnings 2,240,283.31 Net Income 98,429.97 Total Equity 2,141,853.34 TOTAL LIABILITIES AND EQUITY 2,167,601.43 Cash Basis Monday, November 9, 2020 03:14 PM GMT-05:00 414 Ejxlubw -E Carmel Clay Educational Foundation PROFIT AND LOSS January - October, 2020 Income 4000 Contributed Support 4101 Donations 410101 Honor Roll 410102 Board Contributions 410104 Individual Donations 410105 Licenses Plates 410106 Annual Campaign 410107 United Way 410108 Payroll Deductions 410109 Pass Through Scholarship 410195 Nancy Pulley 410211 Nicholas Wolfe 410220 410220-Carolyn Hopp 410221 410221-Tripp Zanetis 410223 DanquistfMcDonald Scholarship 410224 Pup Running Inc 410225 CHS Lacrosse Scholarship 410226 Audio Chuck Podoasting Schlshp 410300 CEF Scholarship Donations Total 410109 Pass Through Scholarship Total4101 Donations 4201 Corporate Contributions 420101 Corporate Matching Gifts 420102 Ghosts and Goblins Sponsorship 420105 Corporate Cont. Payroll Deduct 420106 Amazon Smile Total 4201 Corporate Contributions 4301 Grants 420002 Teacher Grants Total 4301 Grants 4401 Fundraising Income 440101 Ghosts and Goblins Registration 440102 Telethon 440103 Showcase 440108 Ghosts and Goblins Shirt Sales Total 4401 Fundraising Income 4500 Pass Through Scholarship Income Total 4000 Contributed Support TOTAL 9,920.87 4,617.75 105.00 6,460.06 1,725.00 535.00 257.85 536.00 6,750.00 500.00 169.80 200.00 6,250.00 1,450.00 6,000.00 1,000.00 25,000.00 250.00 47,569.80 71,727.33 1,377.54 125.00 11,362.50 25.08 200.01 13,090.13 2,000.00 2,000.00 3,496.25 200.00 1,634.60 970.00 6,300.85 17,500.00 110,618.31 Cash Basis Monday, November 9, 2020 03:15 PM GMT-05:00 113 Carmel Clay Educational Foundation PROFIT AND LOSS January - October, 2020 5 Investment Income 5320 Dividends 5330 Interest 5340 Realized Gains/Losses 5350 Unrealized Gains/Losses Total 5 Investment Income 5500 PPP/EIDL PROCEEDS Uncategorized Income Total Income GROSS PROFIT Expenses 6999 Uncategorized Expenses 7000 Grant & contract expense 7050 Education Grants Miscellaneous Total 7000 Gram & contract expense 8600 Operating Expenses 8601 Bank charges 8602 Credit card fees 8603 Paypal fees 8606 First Merchants Management Fee 8607 Benevity Community Impact Fees 8608 Ogiv Fees 8610 Accounting Expense 8611 Board Expenses 861101 Committee Expenses Total 8611 Board Menses 8626 Executive Director 862601 Compensation 862603 Payroll taxes Total 8626 ExecuWe Director 8627 Administrative Support 862701 Compensation 862703 Payroll Taxes Total 8627 Administrative Support 8635 Gifts 8645Insurance 8652 Office Expense 8655 Payroll Processing Fees 8660 Miscellaneous 8665 Advertising TOTAL 6,339.37 205.91 3,456.78 1,494.69 8,507.37 13,200.00 0.01 132,325.69 132,325.69 8I P7 33,135.00 38,135.00 18.01 5.40 52.32 3,147.52 1.81 413.13 1,297.50 1,027.15 148.67 1,175.72 58,301.38 3,927.04 62,228.42 4,827.33 369.31 5,196.64 158.77 941.60 450.79 7,994.31 37.95 157.50 Cash Basis Monday, November 9, 2020 03:15 PM GMT-05:00 2/3 Carmel Clay Educational Foundation PROFIT AND LOSS January - October, 2020 8670 Postage and Delivery 8677 Printing 8678 Community Involvement -Events 8690 Website Total 8600 Operating Expenses 8609 QR Code Fees 8612 QuickBooks Online 8695 Advertising/Promotional 8700 Scholarships/Memorials 8703 Scholarships -Legacy Fund 8704 Scholarship Awards -Non Legacy 8705 Pass Through Scholarships 8706 Teacher of the Year Honorarium Total 8700 Scholarships/Memorials TOTAL 805.09 200.00 559.24 85,055.53 190.60 167.75 205.00 300.00 70,495.00 2,970.00 29,293.04 500.00 103,558.04 8800 Fund Raising Expense 648.20 8801 Ghosts & Goblin 5K/2K 1,862.02 8808 Donor Database 2,746.20 8809 Showcase 2,837.32 8812 Texting service fee 350.00 Total 8800 Fund Raising Expense 8,443.74 Total Expenses 230,755.66 NET OPERATING INCOME 98,429.97 NET INCOME 98,429.97 Cash Basis Monday, November 9, 2020 03:15 PM GMT-05:00 313 Carmel Clay Educational Foundation BALANCE SHEET As of October 31, 2020 ASSETS Current Assets Bank Accounts 1 Unrestricted Cash/Investments 1005 First Merchants -Daily Operating 1006 Cash-Paypal 1008 NBI Invested Operating 1033 First Merchants -Endowed Operat 1033.01 Investment -Endowed Operating 1033.02 Unrecog. Gain or Loss Total 1033 First Merchants -Endowed Operat 1034 First Merchants --Endowed Grants 1034.01 Investment --Endowed Grant 1034.02 Unrecog. Gain or Loss Total 1034 First Merchants —Endowed Grants Total 1 Unrestricted CashAnvestments 100 Restricted Cash/Investments 1850 Legacy Fund Total 100 Restricted CashAnvestments TOTAL 91,957.70 0.00 96,988.65 0.00 0.00 0.00 435,604.36 115,349.92 550,954.28 739,900.63 1,321,981.03 1,321,981.03 Cash Basis Monday, November 9, 2020 03:14 PM GMT-05:00 114 C-xh1b Form 990 Return of Organization Exempt From Income Tax mm na. ,aeawcr Rev, January2020) Under section $01(a), 627, or 4947(a)(1) of the Internal Revenue Code (except private foundations) 2019 Departmentof the Tremauy Do not enter social security numbers on this form as it may be made public. Open to Public internal Revenue service Go to www1trs gov1Form990 for instructions and the latest information. Inspection A For the 2019 calendar year, or tax year beginning .2019. and ending .20 B Check'd applicable: IC Name of oroamnatiorCaritual Clay Educational Foundation D Employer identification number Addresschange Doing business as 35-6066912 Name change Number and street (or P.O. box if mail is not delivered to street address) Rcon/suite E Telephone number Initial return 15 E Main Street 124 317 844-9961 Final retumftemninated City or town, state or province, country, and ZIP or foreign postal code G Grossreceipts Amended return arniel IN 46032 a 553 535 Application pending F Name and address of principal oRcer His) istreagroupreumsasubokalnetasa U Yes 2 No H(b) Areall subordnates included? Ely. No I Tax-exempt status: 6W c 3 501(c) insertno.) El 4947 a 1 or El 627 H"No," atlarh a ImL (see instructions) J Website: No www1.ccs. k12.in. oR homHe Groupexem tionnumber K oror anbation: ® Corporation Tust at other L Yearoffomnation: 1966 1 M State of legal domicile: IN Pail I Summary 1 Briefly describe the organizabon's mission or most significant activities: The organizationrs primary exempt purpose is to promote, sponsor, and cmrry out educational scientific cult;r and charitable purposes x throucth scholarships and grants tostudents and teachers in the 1-Claycoamunit . c 0 2 Check this box if the organization discontinued its operations or disposed of more than 2 f itjnet Asets. 0 3 Number of voting members of the governing body (Part Vl, line la) • • • • ...ON ... 3 16 eC 4 16 4 Number ofindependent voting membersofthegoverningbody (Part VI, line 1b) ...... 6 2 M 5 Total number of individualsemployedincalendaryear2019 (Part V, line 2a) ......... 6 327 a6 Total number of volunteers (estimateifnecessary) ............. .......... 7a Total unrelated business revenue from Part VI 11, column (C), line 12 . . . . . .......... 7a 0 7b 0 b Net unrelated business taxable incomefromForm990-T, line 39 .. .. ................ Pda Year Current Year 140,642 119,343 8 Contributions and grants (Part VI11, line th) . . . . . . . . * . .......... 9 Program service revenue (Part Vill, line 2g) • • • • 0 iu 10 Investment income (Part Vll1, column (A), lines 3, 4, and 7 ............ 68,359 122,412 53,708 56 877 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, c, a e) • • ........ 262,709 298,632 12 Total revenue - add lines 8through11mustequalmn (A), line 12 13 Grants and similar amounts paid ( Part IX, column OWnj 1 3) .............. 131,931 134,239 14 Benefits paid to or for members (Part IX, ool n 4) • • • • • • • • • • • • . • 0 59,842 58,474 16 Salaries, other compensation, employeey8n rtIX, column (A), lines 5-10) . • • ffi16a 0 Professional fundraising fees (Part IX, Ae11e) • • • ............ e b Total fundraisin expenses g xpe ( Part I rraI7 line25) 29,819 ul 17 Other expenses (Part IX, lin 11a-11d, 111--24e) .............. 46,118 35,044 237,891 227,757 18 Total expenses. Add lines 13- equal Part IX, column (A), line 25) ........ 24,818 70,875 19 Revenue less expenses. Subtra Ine18fromline12 • • ................. pVBeginning of Current Year End of Year 6 20 Total assets (Part X, line 16) . • • • .......................... 2,013 824 2,240,283 a 21 Total liabilities (Part X, line 26) • ............................ 0 iLL 22 Net assets or fund balances. Subtract line 21 from line 20 ...... a .......... 2,013,824 2,240,283 Pan II I Signature Black Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which prepassr has am knowledge. Ann Bernard 1 09-10-2020 Sign Signature of officer Dale Here Ann Bernard, Treasurer Type a print name and tide Prmt/Type preparers name Preparers signature Date Check ff PTIN Paid Brad A Mc6ah8 1 9- 10-2020 self-employea P00569313 Preparer Firm's name Precision Accounting LLC Firm's EIN Use OniY Fum'saddress PO Box 40216 Ph. no. Indianapolis IN 46240 317-987-7413 May the IRS discuss this returnwith the preparershown above? (see instructions) . ® Yes No For Paperwork Reduction Act Notice, see the separate Instructions. Form 990 (2019) EEA LCARM E LTIONTION 2020 Carmel Education Foundation Board of Directors Name Company/Role Abbi Achterberg Director of Development, Tindley Accelerated Schools Tara Ascioti Community Volunteer Dr. Michael Beresford Superintendent, Carmel Clay Schools Ann Bernard Attorney, Liberty Mutual Emily Ehrgott Teacher, Carmel Clay Schools Kathy Holcomb Faculty, Indiana University Andrea Marley Executive Director, Hamilton County Leadership Academy Ryan Mooney Vice President, Fast Merchants Corporation Peter Primason Sales Representative, Liberty Mutual Tricia Reynolds Content Strategist, Genesys Ramona Rice Supervisor of Leaming, Carmel Clay Schools Steve Schilt Senior Regional Sales Manager, Sirtex Medical Limited Dallas Shelby Nonprofit Branding & Management Consultant Venkata Tadikonda Entrepreneur Melissa Volz Smith Branch Manager, United Fidelity Bank Marilin Martinez Walker Wealth Strategist, Charles Schwab 515 East Me In Street Suite 124, Carmel, Indiana 46032 (317) 844-9961 x 2680 http,//w l.ccs.kl2.in. usMaundatlon RESOLUTION NO. BPW 02-03-21-10 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrantCarmel Klavier.docx1/27/202110:11AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and 62,124, 1, KIAU"er, 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, I, ]--/a,-,,,,ka ()SjQj C , 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, agrees to grant $ 8 , 500.00 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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: I. 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, unaudited Balance Sheet and Income Statement, 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 8 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who 2 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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. 3 14. 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 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. 15. 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. 16. 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: Mrn",1 d lavr'r/ Itic ("Grantee") By: l-iaetllka (Signature) Printed Name of Officer: k4ay .,,k n- ()&Wi i G Title: Ex ec4AAVe, Q%rer tvv Date: Nov. /9, 2-ow CITY OF R ,CARM L ("Grantor") By: James Brainard, Mayor Date: 1-13-2021 ATYST: t Date: 1-13-2021 If you have any question concerning the City of Camel's 2021 Arts Grant Pro -ram, :rant writing, guidelines or application materials, contact: Sharon Kibbe, City of Cannel. one Civic Square, Camel. IN 46032, Phone: 317-571-2483, skibWikanncI'n nov. 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Oarnl e l Kla*rier, l vwe , Address: ;0. 130h 322 Carw e-1 iN 46082 Telephone: d12 -56p- 101-f Fax: Contact Person:_j{a u<A OStgjiC Email: conta t Carkme-1k1a-wer."m s gMa4'1,c4m APPLICATION AMOUNT: $ B, 500, 00 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: AS we prep"& Jor o,u 202 1 evw t, we d G'!ee -to a proly -tAa gra.r E toWa,rds Cv7veyen.dati0'1 of our in.%e.-Ka tuna ay -c^vW Le-d ' J u4ez as We,aas fartG2 virtual aspec-i of tke, cerupetifivn ;f we need to go oKt Pte, We have mew auto( otllyut,Ssed ebwopfiorts wittt cepp o(ave:t.opers * PrnvyWe, ttte best in -person trke- evert( for oHr eon tesiarz¢3, Our goal ss to keep v" yot,ny tade,4,ls mo-h'valed akd ;n-spired as s,u as pos&rbte, Oturivtg tGteBe 0Aa Ue-J;K9 ti,aie8. Additional pages may be added to Exhibit "A') By: aan. hL Q tcajlc Printed Name of Officer:.1--la.ru,ka Stoic Title: Fxeeuti e Director Date: Nove-t-goer z0, zozo 5 7't{ Iv x 7 I 0 0 0 p 0 0 0 0 0 0 0000p00ppO00pp O O Ln O O O Ln Ln LA V1 N O n N N 0 0 O O O Ln O Ln It rn V1 N LnO O V N CYf 1 fV M V) O N ei ei I N N V W C7O a°Jo 3m Icu LL w 9 m Nf6mv y E CL— n a movLW Q H c N c N LL - 2 cO mG. V c O am+ L O O mm; C cc C w N c m c wo rc. c Eo D mo, vDD o. E ul Lv, m O u a O "i Y: K E La m bDc a v y^ m O y v x o Y v N V c t c Q o c D y 0 C v a v a o C C m t Y C W\ co c N 7lyO N y C N L o CID VI M U m Y m Y du O. UI CLn Wa) m Y Y vl m d 7 U c O. w O m 4-4 m w W O LLuHr" E a o Ol N o N N c O OD X E v IpU a Y Y ti,• . O1 u n o m m a Y' w > to vl w o ca C c O 00 w c Y al x' U aci m u o a v>> iO Iww o a° V 3 wO O N v a O 0- a H gF-waaaocOm f0aLLm n elm w e W a o a v h O C 0 000Ln w 0 CL 000 CL 2q CL §§)\m k- 2 f§9 e j tea•-`4A weed ri 2§&$} C State of Indiana Office of the Secretary of State CERTIFICATE OF AMENDMENT Of I, Connie Lawson, Secretary of State ofIndiana, hereby certify diatArticles ofAmendment of the above Non -Profit Domestic Corporation has been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991. The name following said transaction will be: CARMEL KLAVIER INC. NOW, THEREFORE, with this document I certify that said transaction will become effective Tuesday, November 24, 2015. In Witness Whereof I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, November 24, 2015 CONNIE LAWSON, SECRETARY OF STATE State of Indiana Office of the Secretary of State CERTIFICATE OF AMENDMENT of PIANOFORTE, INC. I, CONNIE LAWSON, Secretary of State of Indiana, hereby certify that Articles of Amendment of the above Non -Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991. The name following said transaction will be: CARMEL DEBUT, INC. NOW, THEREFORE, with this document I certify that said transaction will become effective Friday, August 21, 2015. In Witness Whereo% I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, August 21, 2015. CONNIE LAWSON, SECRETARY OF STATE 2004042 800341 / 2015082571772 7TiC Departrnant oP4ea Treasury 1R/J irrteraal Rovenue $ervtce ATLANTA 'GA 39'901-owel CARMEL KLAVIER INC X LIZ SEIDEL PO BOX 322 CARMEL IN 46082-0322 Employer ID Number: 42-1626316 Form 990 required: .YES Dear Taxpayer: In reply refer to: 0752857837 Mar. 19, 2018 LTR 4168C o 42-1626316 000000 00 00013859 9011C: TE This is in response.to,^yo(Ir;tt4ubst dated Mar. 08, 20,18, regarding Your tax-exempt"status. We issued you a determination letter in ,tune 26151 rtoogoizing You as tax-exempt under Internal Revenue Code CIRC) Section 50I(c) 3). Our records also indicate you're not a private foundation as dEfined under IRC Section 509(a) because you're described in IRC Sections 509(a)(1) and 170(b)(1)(A)(vi). Donors can deduct contributions they maize to you as provided in IRC Section 170. You're also qualified to receive,tax deductible bequests, legacies, devises, transfers,, or gifts :under IRG Sections 2055. 2146, and 2522. In the heading of this letter, we indicated whether, you must file .an annual information return. If a return is.requi,red, you must file Form 990, 990-EZ, 990-N, or 990"PF by the 15th.day of tote fifth month after the end of your annual accounting period. IRC Section 6433(1) provides that, if you don't file a required annual information return or notice for.-three-consecutive..-years, voui a mltt` fi'atrts.Rlll "eo (;tica3ly ' revoked an the filing due date of the third required return or notice. For tax forms, instructions, and Rublicatigns, visit www.irs.gov or call 1-806-TAX-FORM (L=8o0-8Z9-3676). If you have questions, call 1-877-829-5500 between 8 a.*. and 5 p.m., local time, Monday through Friday (Alaska and Hawaii, follow Pacific Time) . CARMEL KLAVIER INC LIZ SEIDEL PO BOX 322 CARMEL IN 46082-0322 0752857837 Mar. 19, 2018 LTR;14168C, 0 42-1626316 000000 00 00013860 Sincerely yours, Teri M. Johnson Operations Manager, AN Ops. 3 STATE OF NDIANA ) Ma'1orj )SS: COUNTY OF EAMItTl5rX, ) AFFIDAVIT I, Alar i o zatj5 is an authorized representative Of— (IArrn 1 l . 1 r, /.7 & ("Grantee"), being first duly sworn upon my oath, state that pursuant to paragraph 2 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 calendar year ending 2019 totaled $ o/-7, 99 5 `'e il a&Y277c Signature Printed Name ) (Q , tea_ OSfofi G Subscribed and sworn to before me, the undersigned Notary Public, this Ih day of D Q e Mr ec 2020. DAVID PURSELL ' o Notary Public - Seal Signature - Notary Public Hamilton County - State of Indiana Commission Number NP0727159 My Commission Expires Jun 10, 2028 Printed Name Resident of /fat-100 County, Indiana My Commission Expires: .2Z Carmel Klavier Inc STATEMENT OF FINANCIAL POSITION As of October 31. 2020 TOTAL ASSETS Current Assets Bank Accounts First Merchants Bank 46,360.13 Merrill Lynch Investment Account 11,487.64 PayPal 7,356.05 Total Bank Accounts $65 203.82 Accounts Receivable Accounts Receivable (A/R) 0.00 Total Accounts Receivable 0.00 Total Current Assets 65,203.82 TOTALASSETS 65,203.82... LIABILITIES AND EQUITY Liabilities Current Liabilities Accounts Payable Accounts Payable (A/P) 0.00 Total Accounts Payable 0.00_ Total Current Liabilities 0.0-.00 . 1. Total Liabilities 0.00 Equity Opening Balance Equity 2.01 Retained Earnings 47,789.76 Net Revenue 17,412.05 Total Equity 85,203.82 TOTAL LIABILITIES AND EQUITY 85,203.82 Carmel K|a\/ie[Inc STATEMENT [)FACTIVITY January - October, 2020 Donations and Sponsorships Registration Fees (including 27.994.48 $27.984.40 Total Revenue 94 48 994.48 GR0GGPROF 48 Expenditures Advertising &Marketing 179.88 179.08 mmand/prizooxponoa 175.00 175.00 Bank Charges &Fees 107.00 187.00 Legal & Professional Services 8.376.53 8'870.53 mai|ing/uhippingoxpeneon 200.10 200.10 Puypa|fooy 76.02 76.02 9 12 2 .4R 9 132. 49 NET OPERATING REVENUE - 18,871.99 18,871.99 Other Expenditures Investment Loss 1,459.94 1.45984 Ti o[herEupendhu s 1 5 94 U 59 NET 0THERREVENUE 94 459.94 NFTREVENVE April 26, 2020 CARMEL KLAVIER INC P.O. Box 322 CARMEL, IN 46082 CARMEL KLAVIER INC: Enclosed is the organization's 2019 Exempt Organization return. The state Exempt Organization Annual Report is also enclosed. These should be signed, dated, and mailed, as indicated. Specific filing instructions are as follows. FORM 990-EZ RETURN: This return has been prepared for electronic filing. If you wish to have it transmitted electronically to the IRS, please sign, date, and return Form 8879-EO to our office. We will then submit the electronic return to the IRS. Do not mail a paper copy of the return to the IRS. INDIANA FORM NP-20: The Indiana Form NP-20 should be mailed on or before May 15, 2020 to: Indiana Department of Revenue Tax Administration P.O. Box 6481 Indianapolis, Indiana 46206-6481 No payment is required. The report should be signed and dated by the authorized individual(s). Copies of all the returns are enclosed for your files. We suggest that you retain these copies indefinitely. Very truly yours, Lana Fridman Short Form Form990-EZ Return of Organization Exempt From Income Tax Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundat Do not enter social security numbers on this form, as it may be made public. OMB No. 1545-0047 Department of the Treasury Internal Revenue Service F2IGotowww.irs.gov/Form990for instructions and the latest Information. A For me His calendar year, or tax year beginning and ending K It applicatole: C Name of organization D Employer identification number OAddress change ONantechange CARMEL KLAVIER INC 42-1626316 Olnnial return Number and street (or P.O. box if mail is not delivered to street address) Room/suite E Telephone number O t miinatee7 P.O. Box 322 317-571-1902 OAmended return City or town, state or province, country, and ZIP or foreign postal code F Group Exemption Oa dweon endin CARMEL, IN 46082 Number 10- G Accounting Method: CashLXJ Accrual Other (specify) H Check LJ if the organization is I Website: carmelklavier.com not required to attach Schedule B J Tax-exempt status (check only one)— LXJ 501(c)(3) 501(c)( ,4(insertno.) L—J 4947(a)(1)or 527(Form 990,990-EZ,or990-PF). K Form of organization: LZJ Corporation Trust Association Other L Add lines 5b, 6c, and 7b to line 9 to determine gross receipts. If gross receipts are $200,000 or more, or if total assets (Part 11, column B are $500,000 or more, file Form 990 instead of Form 990-EZ........................................................................ 93,878. evenue, Xpenses, an anges 1n NetAssetsorFund BalanceS (seethe instructions for Part I) Check if the oraanization used Schedule 0 to resnnnd to anv nnestinn in this Parr 1 n cc 1 2 3 4 5a b c 6 a b c it 7a It c 8 9 Contributions, gifts, grants, and similar amounts received................................................................................. Program servicerevenue including government fees and contracts ...... ........, ......... Membership dues and assessments............................................................................................................... Investment income S.a.e.... Sct>.edul.e....0......... Gross amount from sale of assets other than inventory ....................................... 5a Less: cost or other basis and sales expenses ............ Gain or (loss) from sale of assets other than inventory (subtract line 5b from line 5a)............................................ Gaming and fundraising events: Gross income from gaming (attach Schedule G if greater than 15, 000)...................... --- ................................................................ .... 6a Gross income from fundraising events (not including $ of contributions from fundraising events reported on line 1) (attach Schedule G if the sum of such gross income and contributions exceeds $15,000) ............................ . Bb Less: direct expenses from gaming and fundraising events .............................. Bc;_• Net income or (loss) from gaming and fundraising events (add lines 6a and 6b and subtract line 6c) ........................... Gross sales of inventory, less returns and allowances ....................................... 7a Less: cost of goods sold„ ............ .. ..................... 7b Gross profit or (loss) from sales of inventory (subtract line 7b from line 7a)......................................................... Other revenue (describe in Schedule 0) ........................ .......... See... Schedule . Q......... Total revenue. Add lines 1, 2, 3, 4, 5c, 6d, 7c, and 8................................................................................. 1 34,268. 2 50,583. 4 1,944. 5c 6d 7c 8 7,083. 9 93,878. d 10 11 12 13 14 15 16 17 Grants and similar amounts paid (list in Schedule 0)....................................... Benefits paid to or for members..................................................................................................................... Salaries, other compensation, and employee benefits ............................................ Professional fees and other payments to independent contractors .......,. Occupancy, rent,utilities, and maintenance.................................................................................................... Printing, publications, postage, and shipping................................................................................................... Other expenses (describe in Schedule 0) ................. .............. I............ Total expenses. Add lines 10 through 16................................................................................................ See Schedule .... .......... 10 11 12 13 23, 6 8 . 14 19,788. 15 540 . 18 35,586. 17 7 9 , 59 5 . i20 18 19 21 Excess or (deficit) for the year (subtract line 17 from line 9).......................................................... Net assets or fund balances at beginning of year (from line 27, column (A)) must agree with end -of -year figure reported on prior year's return)................................................................... Other changes in net assets or fund balances (explain in Schedule 0) ......... Net assets or fund balances at end of year. Combine lines 18 through 20...................................................... 18 14, 2 8 3 . 19 33,509. 20 0 . 21 47,792. LHA rui raparwerR neaacuon Act Notice, see me separate instructions. 932171 12-11-19 1 14480426 136329 1249C 2019.03033 CARMEL KLAVIER INC Form UW-EZ (2019) 1249C_ 1 CAR2MER- 44 INTERNATIONAL PIANO COMPETITION Pak YOUNG AATI$TS Carmel Klavier PO Box 322, Carmel, IN 46082 • Info@carmelklavier.com CK Board of Directors 2021 Irina Gorin (President/Co-Founder) 5807 Sedgegrass Crossing, Carmel, IN 46033 gorinpianostudio@gmail.com Haruka Ostojic (Executive Director) 4805 Wyandott Trl, Indianapolis, IN 46250 harukaostojic@gmail.com Malissa Tong (Assistant Director) 2008 W Godman Ave, Muncie, IN 47303 malissa.tong@gmail.com Liz Seidel (Co -Founder) 20 Hopmeadow Street, Apt. lizseidel@att.net 721, Weatogue, CT 06089 Phoenix Park -Kim (Artistic Director) 4201 S. Washington Street, Marion, IN 46953 Phoenix.Park-Kim@indwes.edu Lia Zhou (Treasurer) 3957 Long Ridge Blvd., Carmel, IN 46074 zhouscarmel@gmail.com Laurel Brown (Development) 11550 N. Meridian, Suite 450, Carmel, IN 46032 laurel sbrownkwagent@gmail.com 2020 City of Carmel Art Grant Expense Report Date Income Amount lExpense Amount % 1 3/9/2020 Check #: 348105 826.000 3/17/2020 App Service Hosting Fee, Check # 2448 $1,270 5% Professional Fees -CK Operation Related Check # 2449 $4,000 15% Check # 2451 $1,000 4% 5/4/2020 Professional Fees - Tax Preparation, Check #2452 $450 2% 5/21/2020 Professional Fees - CK Operation Related, Check #2453 $1,000 4% 7/6/2020 Smugmug - online image and video storage $179.88 1% 9/29/2020 USPS -CK POBox Annual Fee $226 1% EVC Music Publications - Website cleanups and upgrades $1,656.53 6% Total $26,000 1 $26,000 100% In 2020, the annual CK live competition was cancled due to the COVID-19 pandemic, so we were not able to spend all the fundings. Therefore, we have set up a special scholarship account using the rest of the Art Grant ($16,218) as a part of our strategic plans for CK's sustainability development. This scholarship will be offered in the names of both CK and Cith of Carmel, and it will be used to invite out-of-state and international contestants of the highest caliber to come to Carmel. We would like to ask for the authorization to print the city logo on the scholarship certificate. fees $6,450 (Expense items 2-5) 25% Tech Fees $2,926.53 (Expense item 1 and 8) 11% Marketing and Advertising $179.88 1% Operation Expense $226 1% Account $16 218 62 Total $26.000 Professional fees w Tech Fees 4 Marketing and Advertising Operation Expense I Sustainable Planning Account s ; RESOLUTION NO. BPW 02-03-21-11 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrantCarmel Repertory Theatre.docx1/27/202110:13AM 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 Repertory 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: That on behalf of Grantee, a not -for -profit corporation, I, John Clair 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, agrees to grant $ 5 , 000.0111, 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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: 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 Q 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, unaudited Balance Sheet and Income Statement, 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 8 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who A 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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. 3 14. 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 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. 15. 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. 16. 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: Theatre Inc By: (Signature) Printed Na fficer: John Clair Title: President Date: 11-20-2020 CITY OF ARMEL ("Grantor") By: James Brainard, Mayor Date: 1-13-2021 ATTEST: Date: 1-13-2021 If you have any question concerning the City of Carmers 2021 Arts Grant Program, grant writing, euidelines or application materials, contact: Sharon Kibbe. City of Cannel, One Civic Square. Carmel, IN 46032, Phone: 317-571-2483. ski6, a L(a)wmel in eov. 0 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Carmel Repertory Theatre Inc Carmel, IN 46032 Telephone: 317-294-3334 Fax: Contact Person: John Clair Jonathan Scoble q — L\ll t)_ `DU b 12@ APPLICATION AMOUNT: $ $7,100.00 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: The Carmel Repertory Theatre and the Bard Fest Producers are eager to continue the journey into 2021, reinvigorated with new ideas en -route to establishing our festival as a cultural event for the cities of Carmel and Indianapolis, thus enriching the communities in which we perform. In support of achieving our goal, we respectfully request $7,100.00 to execute our original 2020 grant proposal, which brings Bard Fest's intended' inaugural Prestige Project to The Cat in Carmel in October 2021. Our experiences this past year have equipped us with the tools and resources to address any curve balls that lie in wait, including COVID. Thank you in advance for your continued support. Respectfully, Carmel Repertory Theatre and the Bard Fest Producers Please find the complete grant request detail in the following pages, Exhibits A-G.** Additional pages may be added to Exhibit,,A") By: Printed a of Officer: John Clair Title: President Date: 11-20-2020 STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) AFFIDAVIT 1, John Clair an authorized representative of Carmel Repertory Theatre Inc ("Grantee"), being first duly sworn upon my oath, state that pursuant to paragraph 2 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 calendar year ending 2019 totaled $ $27,643.00 Si4iiature PrLntegLWme John Clair Subscribed and sworn to before me, the undersigned Notary Public, this c' v day of O44M/4.0 SEAL] Gale Harpring Notary Public - Seal State of Indiana Johnson County My Commission Expires 4/7/2023 Commission No. 666387 2020. Signature - Notary Public Printed Name e-j} td= N«R-p! Resident of J0417S r County, Indiana My Commission Expires: 7 ' 3 EXHIBIT A 1. An application and description of the proposed use of the grant funds In January of 2020, when we received our award notification for a Carmel Arts grant, the producers selected "Who's Afraid of Virginia Woolf' for the Prestige Project and immediately began to cast the show even though the performance was not scheduled until October 2020. Since this inaugural rendition of our Prestige Project would mark the return of Bard Fest to Carmel, we wanted to lock in the best actors before they made other commitments, and we did. Then came COVID. In February, we thought October was a safe distance away. In March, we recognized we might have an issue. By April, we realized that an intense, in -your -face drama like "Who's Afraid of Virginia Woolf", was not what an audience would want to see, that's if they even ventured outside of their homes at all. Therefore, the producers considered postponing or modifying the Prestige Project for a year. However, as COVID protocols began to take shape, so did the new normal, and we felt our small cast and experienced staff ought to try to serve our purpose. As summer approached, cabin fever was setting in and our Prestige Project actors and crew wanted to try to do somethine. Theatres were being allowed to open at limited capacity and we were hearing from our patrons that they were eager to attend a live performance. The producers were intent on testing the theory that audiences were in fact, ready for a COVID-19 protocol -compliant show. Much to our delight, we found a light-hearted parody titled "William Shakespeare's Long Lost First Play' that, with a little work and a bit of creativity, could be produced outdoors with a cast of only three. In alignment with CDC guidelines, we determined that open air venues were available on Mass Avenue and in Carmel and thought...maybe we CAN do something like this. But, was our audience eager to see live outdoor performances, presented free of charge so attendees had to make no commitments, simply reserve a seat and attend if they were able? It seemed a great opportunity to bring our loyal network to the North side, presenting our product to the Carmel community, while publicizing the Prestige Project amended) set to occur at the Cat later in the year. Therefore, we allocated some marketing funding from our Carmel Arts grant and went 'on tour,' successfully booking 3 gigs on Mass Ave and 3 gigs in Carmel to acclimate our Indy audience to the idea of great theatre in Carmel. With the venues' cooperation in providing appropriately distanced outdoor seating, capacity restrictions, temperature checks and a mask requirement, we took a chance. The result was a great success! Bard Fest on tour attracted great attendance throughout central Indiana. Meanwhile, we continued to hear from some of our most loyal followers that they were anxious for traditional theatre and urged us to present a 'real' show in October when weather might not allow outdoor performances. While the COVID issue still loomed large, we decided humor would be the most appropriate theme and landed on the classic Neil Simon comedy, Plaza Suite" ...as a radio show! By presenting the play as if it were being broadcast in a radio studio, we could maintain our commitment to produce a COVID-19 protocol -compliant show. Our actors would portray their characters from behind music stands and microphones, eliminating face-to-face or physical interactions. One character was added to portray all the sounds and noises within the show, limiting the number of props and exchanges from actor -to - actor, thus reducing the risk of spreading germs. And because physical movement was minimal, some rehearsals were even conducted virtually. Separately, we knew ticket sales would be down due to capacity restrictions, but since a stage already emulates a broadcast studio, we were confident the cost of sets would be minimal. Believing we were honoring the spirit of the grant, providing much needed entertainment for the Carmel community, we committed to producing the show. Considering the required capacity restrictions and continuing COV ID concerns, the production was well received. We were also able to honor our rental agreement in full to The Cat, a theatre which suffered several economic blows as a result of COVID. In closing, due to the circumstances created by the pandemic, there is considerable variation between the budgeted and actual financials. In reflection, having endured these unprecedented circumstances, we believe that the courage to quickly pivot and continue forward when everything seemed still, in addition to the ingenuity in format and design of the executed programs, are what made this past year a success. It wasn't rave reviews and it wasn't revenue. It was the ambition, the urgency, and the unwavering passion to provide art, culture, and entertainment to our community, at a time when it was needed most. We are eager to continue our journey into 2021, reinvigorated with new ideas en -route to establishing ourselves as a cultural event for the cities of Carmel and Indianapolis, thus enriching the communities in which we perform. Therefore, we respectfully request $7,100.00 to support our original 2020 grant proposal, which brings Bard Fest's'intended' inaugural Prestige Project to The Cat in Carmel in October 2021. Our experiences this past year have equipped us with the tools and resources to address any curve balls that lie in wait, including COVID. Indeed, we wish to fulfill our desire to bring Bard Fest back home to Carmel. Thank you in advance for your continued support. Respectfully, The Bard Fest Producers HISTORY Bard Fest started around 5 1/2 years ago as just an idea. Indianapolis/Carmel is one of the largest metropolitan areas in the United States, with an abundant interest in theatre across the region, with over 70 active community theaters. Even with this thriving theatrical community, Indiana did not have a Shakespeare Festival. Many cities in the country are home to a Shakespeare Festival —a tradition; a cultural event —some with much smaller populations and theatrical outlets than Indiana. From this, we saw an opportunity —is there a way we can take the abundant interest in theatre in the city and channel it into creating an iconic cultural event —Shakespeare Theatre Festival —for Indiana communities to enjoy and participate? Thus, lndy Bard Fest was born. Website: https://www.indybardfest.com Facebook: https://www.facebook.com/indyBardFest/ Theatre Festival Definition: "an organized series of concerts, plays, or movies, typically one held annually in the same place." Mission Statement: Unique companies. Unique shows. Bridging the gap between our city and the Bard with professional -quality, actor focused, accessible Shakespeare." Why Shakespeare? Professor Alan Craven writes, "He is the greatest dramatist, the greatest poet and the greatest prose writer in the history of the language.... He has a presence like Lincoln or Washington in American history.... The language is rich, the characters are complex and many of his basic themes — love, treachery, honor, bravery and political intrigue — still resonate today" But here is the thing, and this is the only way to make sense of his inventing -the -human, they have (in part) created us, now. All those great Shakespearean figures have so hugely impacted on our consciousness of what it means to be human, that they have affected our concept of ourselves, and therefore shaped us" - The late Harold Bloom on why Shakespeare matters so much. Our Vision: Bard Fest is Indy's only annual Shakespeare Festival! Bard Fest Indy was founded by Indiana - based theatre companies to bring a professional -quality, yet intimate, Shakespeare festival experience to Hoosier audiences. Through our partnership with The Carmel Theatre Company, and now, IndyFringe, Bard Fest can not only provide paying work for local area actors, but also provide unique artistic visions in one intimate and accessible space. Our model: The program is under the direction of the Carmel Repertory Theatre (the Rep), a 501c3 non-profit corporation. The revenue we collect from ticket sales is used to offset production costs and pay the actors a stipend for their time and work. Our goal is to pay each actor a small honorarium to show respect for their time, training, and talent. This token of appreciation also serves to help Bard Fest recruit the best talent in the city. It is an important principle that we base our festival on - providing paid work to local actors. 2014 through 2019—Lessons Learned and Sustained Growth: We started in Carmel, Indiana at Studio 15, a 75-seat theatre —The Rep saw the cultural importance of this type of festival, and in 2014, together we launched this very ambitious idea. Over three weekends we presented three productions in rotation twenty-four times! In addition, we offered ancillary acts such as improv groups and magic shows, and although we were modestly successful, it was too many performances for that small of a space. 2015 Productions and Results: Othello Timon of Athens As you Like it 35 actors and crew were involved and three different theatre companies Approximately 340 people attended the festival 2016 Productions and Results: King Lear Coriolanus Twelfth Night 30 actors and crew were involved and three different theatre companies Approximately 118 people attended the festival In reflection, we determined that the drop in attendance could largely be attributed to the length of the productions, which, as heavy dramas, were each greater than 3 hours. The lack of familiarity of these shows was also questioned. From there forward, we encouraged our Directors to edit productions accordingly to accommodate a reasonable production length. We also felt the diversity of plays was paramount —not just well-known pieces such as 'Hamlet' but rare plays as well to offer the festival a healthy balance of interests. In 2016 no other theatre festival in the nation was producing Coriolanus and we received national recognition from a Shakespeare website. 2017 Productions and Results: Macbeth The Taming of the Shrew Cymbeline The Complete Works of William Shakespeare Abridged (Guest performer) 45 actors and crew were involved and four different theatre companies Approximately 750 people attended the festival 2017 proved to be an integral year of change. As had been long expected, the City of Carmel reclaimed the property where Studio 15 was located, and the festival had to find a new home. Although still an integral part of The Rep's mission, the Indy Fringe theatres in downtown Indianapolis on Mass Ave became the new venue. We also added a production to our programming, inviting a guest performer and theatre company to participate. 2018 Productions and Results: Romeo & Juliet The Merchant of Venice Much Ado About Nothing A Midsummer Night's Dream (Youth Theatre Production) Over 70 actors and crew were involved and four different theatre companies Approximately 1000 people attended the festival 2018 was also a year of growth as we transformed our guest slot into a youth theater production, hosted by Agape Performing Arts (https://agapeshows.org), providing an educational component for their students. And as a result of the added cast and crew, we recruited a new location - The District Theatre on Mass Ave. 2019 Productions and Results: Hamlet Henry IV Part 1 Lear's Shadow The Tempest (Youth Theatre Production) Again, over 70 actors and crew were involved and four different theatre companies Approximately 1200 people attended the festival In 2019, Agape Performing Arts was formally named and recognized as the Indy Bard Fest resident youth theatre company, providing educational opportunities for young actors in our community. 2020 Productions and Results 3 full `hakespea a plays CANCELLED DUE TO COVID ve th theatre pFed tier CANCELLED DUE TO COVID ENHANCEMENTS The Prestige Project MODIFIED DUE TO COVID Speeial o. eets Pi ^n CANCELLED DUE TO COVID Our aspirational goals are to grow the festival and enhance the programming. We will return to our original home where it all began in Carmel just a few short years ago, to produce what we have informally termed 'The Prestige Project," expanding the cultural influence of the festival by offering Classic American Plays by literary giants such as Edward Albee, Tennessee Williams, Arthur Miller, and others. Our venue expansion will be "The Cat" located in the booming Carmel Arts & Design District. Furthermore, we plan to start a "Special Projects Division" to support local actors with staged readings and workshops intended to add value and opportunity to the theatrical community in the greater Indianapolis area. As previously mentioned, our goal is to become a cultural event for the cities of Carmel and Indianapolis - thus enriching the communities in which we perform. We are proud of our efforts establishing the only Shakespeare Festival in Indiana, and we hope the city of Carmel will join our efforts to expand on this important cultural movement. Thank you in advance for your thoughtful consideration. We leave you with the following themes that guide our work: We don't read and write poetry because it's cute. We read and write poetry because we are members of the human race. And the human race is filled with passion. So medicine, law, business, engineering... these are noble pursuits and necessary to sustain life. But poetry, beauty, romance, love... these are what we stay alive for. N.H. Kleinbaum, Dead Poets Society Me! O life! of the questions of these recurring, Of the endless trains of the faithless, of cities fill'd with the foolish, Of myself forever reproaching myself, (for who more foolish than 1, and who more faithless?) Of eyes that vainly crave the light, of the objects mean, of the struggle ever renew'd, Of the poor results of all, of the plodding and sordid crowds 1 see around me, Of the empty and useless years of the rest, with the rest me intertwined, The question, O me! so sad, recurring —What good amid these, O me, O life? Answer. That you are here —that life exists and identity, That the powerful play goes on, and you may contribute a verse. Walt Whitman (1819-1892) EXHIBIT B 2. A budget for the calendar or fiscal year for which the grant is requested INDY BARD FEST - THE PRESTIGE PROJECT IN CARMEL 2021 ESTIMATED ANNUAL BUDGET PERFORMANCE RIGHTS 8 PERFORMANCES AT $150 EACH 1 $1,200.00 1,200.00 VENUE RENTAL (The Cat in Carmel) 2,800 for 2 WEEKS 2,800.00 2,800.00 SETS MATERIALS 700.00 CONSTRUCTION 400.00 PAINT 200.00 SET DRESSING 300.00 1,600.00 1,600.00 LIGHTS/SOUND MATERIALS 400.00 DESIGN 100.00 500.00 500.00 COSTUMES MATERIALS 300.00 DESIGN 200.00 500.00 500.00 STIPENDS ACTORS 450.00 DIRECTOR, AD, SM, TECH 450.00 900.00 900.00 MARKETING ADS, POSTERS, POSTCARDS 1,200.00 ADDITIONAL PUBLICITY 800.00 ADDITIONAL PRINTING 600.00 2,600.00 2,600.00 TOTAL EXPENSES 10,100.00 EXPECTED REVENUE DONATIONS AND ADS 1,000.00 BOX OFFICE 2,000.00 3,000.00 3,000.00 GRANT REQUEST 1 $7,100.00 EXHIBIT C 3. Certified copies of incorporation as a not -for -profit corporation understate law Please see attached at the end of the application EXHIBIT D 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 Please see attached end of the application EXHIBIT E 5. Any audits, reviews or compilations available describing the financial condition of the Grantee, unaudited Balance Sheet and Income Statement most recent available IRS Form 990, and the attached Affidavit Income Statement CARMEL REPERTORY THEATRE 2019 Financial Statements in U.S. Dollars Gross Ticket Sales Less: Split Rent Donations Net Sales Show Advertising, Printing Contract Labor Dues and Subscriptions Insurance Sets, Props, Costumes Repairs and Maintenance pre-2013 Royalties Total Expenses Net Operating Income Gain (Loss) on Sale of Assets Rental Income Total Other Income Net Income (Loss) BALANCE SHEET 25651 1350 3342 27643 ; 2108 540 25217 2426 01 010 100 2526 Carmel Repertory Theatre [12/31/2019] Assets Liabilities Cash 6410 990 pre 2013 royalty Tech Equip 13,000.00 Props & Costumes 800.00 Furniture 1,000.00 Construction Material 850.00 22,060.00 990.00 EXHIBIT F 6. A list of the Grantee's board of directors and officers listed CTC Board of Directors and Officers President/Treasurer John Clair Secretary Claire Jackoway Board Members: Debbie Coon Nan Macy Jonathan Scoble Anthony Johnson EXHIBIT G 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 8 herein. INDY BARD FEST - THE PRESTIGE PROJECT IN CARMEL 2020 BUDGET TO ACTUAL EXPENSES BUDGETED ACTUAL PERFORMANCE RIGHTS 900.00 1,204.00 VENUE RENTAL (The Cat in Carmel) 2,250.00 2,700.00 SETS 1,550.00 227.00 LIGHTS/SOUND 500.00 100.00 COSTUMES 500.001 312.00 STIPENDS 800.00 900.00 MARKETING 2,600.00 2,484.00 TOTAL EXPENSES 9,100.00 8,020.00 REVENUE DONATIONS AND ADS 500.00 1,550.00 BOX OFFICE 1,950.001 1,470.00 TOTAL REVENUE 2,450.00 3,020.00 GRANT REQUEST 6,650.00 5,000.00 NET RESULT 0.00 0.00 reduced expenses due to change in show State of Indiana Office of the Secretary of State CERTIFICATE OF INCORPORATION of CARMEL REPERTORY THRATIM INe. I,TODDRORTPA SectMyofS&6eofImiMheebym*thatAtticksofItcolpotation Of the above Noe -Profit Domestic Corporfim have been preseatod to me at my office, by the feesf10901:7rod by low MA dMit do doctt umWea prmkd eonfmms to law as Prescribed by the provisions of the Iedista Nonaofit Cornmstiae Act of trot Indiana Secretary of State Packet:2009042700211 Filing Date: 0412412009 Effective Date: 0412412009 NOW, THEREFORE, with this document I certify tits said transaction will become effective Friday, Apri124, 2009. In WiWm WhereoF I haw eased tobe affixed my signore adthe seal ofthe State Oflottiena, at the City of Indianapolis, Apr1124, 2009. TODD RORTfA, SECRETARY OF STATE 2004042MI 1/ 2009042704143 btdiana I)apartmont of Revenue ,...._ r...,..,,..._.z..r..,.__._...._..._. Indiana oovommont Center North Itdianapofla, Indiana 46204 Indlanti Nonprofit Sales Tax Exemption CerNfleato Forms Nil I (This car tS ty pyg (Q ollect sales tax) Slate'ortn 51065' tGtt.., f( . 4-03 TID: 0138403260 MCI 000 Corresp M 1000072695291 i ~` p;p Issued: 06/04/2010 ulydl I 1Ylltlimiunuuumuluma ulwluuulm iui - C.ARMII RFl1l;Rf0ltY IIIIA11Ct:INC0I010RAIT. 484 Li CARMEL. DR 11 162 ` CARMEL, IN 46032.2812 r , Orgnnizntioit is only exempt from payment ofsAlce tax on purchasca for which the organization is granted excngaion. Detach Here) Qualifying for sales tax exemption requires the completion And inlay, of nn application fomn proscribed by the Indian Department ofRevenue. The taxpayer Identification Number (TID) above ntim be provided to the retailer if purchases are to be exempt from salestax. In addition, to qualify for sales tax exemption, such p(1nautses must be used forpurposes described in Information Bulletin #10. The TID must be used on Sales 'fax fixcnuption Cer6licatrx is I Ws) when oinking qualified purchases. The fact that an organization is granted exemption from income Ins by the fiederal government, or lint it at one time was granted such anexemptioubytheStateofIndiana, does not neccessarily meal that it purchase mule by a nonprofit organization is exempt from sales tax. Requirements for Sales'1'ax Exempt Purchases by Nonprofit organizatiour A. Purchases by a Nonprofit Organization far its Own lJsc: In order to qualify for sales lax exemption on purchases, n nonprofit conditions: org;mizntion, must satisfy the following a) The organization must be Waned or describedl in IC. 6 2.5 5 2l(b). Organizations named ordescribedfitthisCodesectionateorganizedandoperatedexclusivelyforoneormoreofthefollowingpurposes: Civic Charitable Educational FraternalLiteraryReligiousScientific b) Included in the above general organizational categories are tine following specifically namedtypesOf'nonprofit organizations: Business Leagues Churches ConventsFraternitiesLaborUnions [Accused Ilos matsMonasteriesParochialSchoolsp Shared Hospital Services Sororities Pension Trusts Student Cooperative Housing n order to qualify for sales tax exemption, purchases must be used for le same putposes fur which tinenonprofitorganizationisgrantedexemption. r. parchas'c's far the private hene/L O any member, director, ar officer n/ the nonprofit aiganization, or /in any other iniffi htrtl are not eligible fin' eteniplion, Purchases i4scrl /or .social parjaav,•s ore never ext mpt, B. Purchases by Nonprofit organization for Resole; Purchases of tangible personal property purchased for "came by nonprofit organizations are eligible for soles tax exemption. INTERNAL REVENUE SERVICE P. 0, BOX 2508 CIN'CINNATI, ON 45201 Date:AY 0.7 2009' C.ARMEL REPERTORY THEATRE INC 484 E CARMEL DR CARM L 162 CARMEL., IN 46032 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 26-4324639 DLNt 17053117028039 Contact Person: JOAN C RISER ID# 31217 Contact Telephone Numbers 877) 820-5500 Accounting Period Ending: December 31 Public Charity status: 1'70 (b) (1) (A), (vi) YOM 990 17,.a_gn1rjarj:- Yes Effective Date of Exemption: April 24., 2009 Contribution Deductibility: Yca Rridena. rm Apy;,lies: We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. Contributions to you are deductibleundersection170oftheCode. You are also qualified to receive tax deductible bequests, devises, transfers Or gifts under section 2055, 2106 or 2522 of the Code. Because this letter could help resolve any, questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501(e)(3) of the Code are further classified as either public charities or private foundations. We determined that you are a public charity under the Code section(s) listed in the heading of this letter. Please see enclosed Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities, for some helpful information about your responsibilities as an exempt_ organization. ' 1 S i - 14 it 11+! Letter 947 (DO/CG) LAODON LOa• Ln 1- t W CN r. Q o •O `o N" L o r > HoN v y b y A N y N v H a A E E b b v tl L o• ,5 m v y C a o o e m • w rJ a C C4 7 uE v C C CCb 0 L C 5 0 N C •p bD Vj y vi d ° O E OG A R C c vate+ C aN1 m C C i O y.j ''S > L w c m A Z 3c rJ' Qv ECy, 7 w E v o `o o GvFooCo o Z° GE,q E O.°. o m N VI g W b w tl r L 0 8 0 ° u N m 5 d is m tlboeo c v a r is c L E vii v° H C Q z x 3 7 Lar > v C u7yw °o v L 3 G va ° nyn a 5 0 ,`, o E t0. o tu 0.mC c° ' 7 o ab a v — u u E d Ccov nftlnIn 5 d oL u uyLw EvEm> o y° z m 3 Z env E> v 1 b L L c w aBtL-ca H z°z RESOLUTION NO. BPW 02-03-21-12 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrantCarmel Symphony Orchestra.docx1/27/202110:15AM 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, Luci Snyder , 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, agrees to grant $ 2 7 5 , 0 0 0 . Q 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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, unaudited Balance Sheet and Income Statement, 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 8 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who 7 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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. M 14. 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 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. 15. 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. 16. 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 SvmDhonv Orchestra ("Grantee") B ft L (Signature) Prin a Name of Offic Luci Snyder Title: Board Chair Date: i 1 0 ' d CITY OF,CARtVI LL ("Grantor") By: James Brainard, Mayor Date: 1-13-2021 AT 1 r Date: 1-13-2021 If you have any question concerning the City of Cannel-s 2021 Arts Grant Program. grant writing. guidelines or application materials. contact: Sharon Kibbe. City of Carmel. One Civic Square. Cannel, IN 46032, Phone: 317-571-2483. skibbei8camtel. in.gov. 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Carmel Symphony Orchestra Address: 760 31d Avenue SW. Suite 102 Carmel, IN 46032 Telephone: (317) 844-9717 Fax: Contact Person: Cara Pittenger Email: cpittenaer(a)..carmelsvmphonv.ors APPLICATION AMOUNT: $ 300,000* Includes $275,000 for program support including a collaboration with Gregory Hancock Dance Theatre. We are asking for an additional $25,000 for a Community Covid Relief Concert. Please see description on separate page. DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Additional pages may be added to Exhibit "A") By: t'-7 . GL Printed Name of Officer: Luci Snyder O CARMEL EXHIBIT A SYMPHONY ORCHESTRA IANNA WMES ARTISTIC DIRECTOR City of Carmel Arts Grant Program Application 2021 Music is the mediator between the spiritual and the sensual life." - Ludwig van Beethoven Orchestras feed the soul. Orchestras encourage creativity and bring people together to share the experience of live music. Orchestras fuel local economies, attract new business development, educate young people, evoke emotions, and unite individuals and cultures in times of suffering and joy. The country is brimming with extraordinary musicians, live concerts, and orchestras as unique as the communities they serve. The City of Carmel is extremelyfortunatetohaveaprofessionalorchestraofitsown, right in its own backyard. An orchestra gives meaning to our lives, and in the ears, minds, and hearts of most people, that's valuable. After more than four decades of bringing meaning and music to the lives of Carmel residents, and as the only orchestra in Hamilton County, to the County as a whole), Carmel SymphonyOrchestra (CSO) will celebrate its 45th season in 2020. The CSO respectfully requests a grant from the City of Carmel in the amount of $300 000 including $275,000 for operatingsupport (equal to one third of our calendar 2019 revenues) and an additional $25,000 for a Community Outdoor COVID Relief Concert. Operating funds will be used to support our 46th season as well as a range of programs designed to ignite a passion for music across the spectrum. Current plans for the 2021-2022 season include: Five Masterworks series concerts featuring nationally recognized guest artists, with a MeettheMusicpresentationpriortoeach Four Pops series concerts including the ever -popular Holiday Pops Two Sounds Exciting! Concerts for Carmel -Clay fifth grade students A Family Fun! Concert where audience members sit on the stage with the musiciansAHalloweenConcertforkids A Side by Side concert done in partnership the Carmel High School Orchestra performancesaroundthecommunity The CSO Young Artist Competition Participation in various civic events Carmel Christkindlmarkt and CarmelFestAsummerconcertatConnerPrairie The YouthPASS and CollegePASS programs, which allows students to attend concerts for5and $10, respectively Increased marketing and digital media to heighten awareness of the CSO using MEG & Associates along with Rob DeRocker with city efforts. Audience development initiatives to retain old and attract new patronsAddinglive -streaming in the time of COVID-19 to encourage patrons virtually In addition, the CSO continues to implement initiatives to make classical music more accessible, enhance the concert experience, retain and attract new audiences, and deepen ourrelationshipwithdonors. Ongoing tactics include: Simplifying concert information on our new website and in marketing materialsProvidingSymphony101informationfornewattendees Holding post -concert receptions where patrons meet guest artists and musiciansHostingopenrehearsalsfordonorsandotherspecialevents Carmel Symphony Orchestra Exhibit A Page 2 Improving follow up with audiences after each concert A 2002 study by the John S. and James L. Knight Foundation indicates that 60% of adults express at least some interest in classical music, and nearly one-third of adults regularly fit classical music into their lives via radio or recordings, but fewer than 5% are regular patrons oftheirlocalorchestras. Approximately one in four adults are potential orchestra ticket buyers, but only half of those who express the highest levels of interest in attending classical musicconcertseverattend, even infrequently. And then there's this: industry statistics show that 90% of new ticket buyers do not return, making an audience development plan crucial to an orchestra's growth. We know that attracting new ticket buyers is no small feat and the CSO continues to make a strategic effort to both attract and retain new patrons in order to both grow and sustain our audience base. CSO's leadership is committed to reach new audiences in unexpected ways, from collaborating with community service, educational, and other arts organizations; to bringing ourmusictothepeopleinnewandinterestinglocationsacrossthecityandcounty; to redefiningtheconcertexperienceusingtechnologyandotherinitiatives. During the past season, the CSO was not able to perform the many city and business sponsored events that we had scheduled. 2020-2021 marked the CSO's 45th season of providing outstanding orchestral concerts to the citizens of Carmel and surroundingcommunities. Our audience continues to include patrons from outside the Indianapolis metro area and even the state, especially due to the live -streaming of our concerts. Throughout its existence, the CSO has continually enhanced our community's quality of life in a fiscallyresponsiblemannerthroughcreative, artistically excellent performances, and educational experiences for diverse audiences of all ages. In addition, the CSO has become an important player for the Center for the Performing Arts and in the economic development of Carmel. While we continue to look for ways to increase our audience base and ticket sales revenue, the CSO is also well -supported by individual donors, the business community through concert sponsorships, gifts, matching contributions, and in -kind donations of services and office space. We used the downtime generated by the COVID-19 situation to completely redesign our marketing resource development and fundraising efforts. Among other things, funding from the City of Carmel will help to underwrite our Masterworks and Pops subscription series as well as educational concerts. While the 2021-2022 season is still being finalized, it will feature five Masterworks concerts showcasing the CSO at the Palladium; four Pops concerts; several Symphony on the Go performances through which we bring the music to the people (including potential concerts at Midtown Plaza where the Symphony hopes to play live for movies shown on the Plaza screen); as well as separate educational initiatives including Family Fun! During which audience members sit on the stage with the orchestra, two Sounds Exciting performances for 5th grade students, a new Halloween for Kids concert featuring a "Dress as Janna" costume contest, and a Side by Side concert with local high school orchestra students and featuring the winner of the CSO"s Young ArtistCompetition. City funding also sponsors the CSO's performance at CarmelFest on the 4th of July, the brass quintet at the Carmel Holiday Tree Lighting during Holiday at Carter Green andtheChristkindlmarkt, and at various other civic and community events. Educational programming and outreach to youth is one of the CSO"s top priorities. Studies show that creating, performing, and responding to music improves students' success in school, work, and life. Whether preschooler or high school senior, playing in an orchestrafostersdisciplineandteamwork, as well as individual skill and expression. The Carmel Symphony Orchestra continues to encourage a "family -friendly" atmosphere at concerts and Carmel Symphony Orchestra Exhibit A Page 3 as a result, the CSO programs concerts that entertain and educate the broadest possible audience, including audiences who do not traditionally attend orchestral concerts. The eclectic programming, affordable ticket price, and YouthPASS and CollegePASS programs have attracted family audiences from a broad range of ethnic and socioeconomic backgrounds. Twenty percent of our annual audience members are students and youth, and between our major educational initiatives more than 4,000 children and students under the age of eighteen heard the CSO in concert this past season for $5 or less. 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 as many as 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 performances that showcase a wide repertoire. A teacher survey is conducted after each concert. 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 state music curriculum. The CSO also nurtures the careers of young musicians through its annual Young Artist Competition. With support from the Carmel Symphony Orchestra League and Meridian Music, the CSO conducts a juried competition open to any instrumental music student who is a legal resident of the State of Indiana. Typically this competition draws applications from more than 40 talented junior high and high school students. The winner receives a $1,000 prize and is presented in concert as a soloist with the full orchestra at the Palladium. We attempted a new educational program, geared toward adults in the medical and counseling fields as well as those providing care, however, COVID-19 concerns forced us to cancel and refocus on the 2020-2021 season. The CSO has reached out to current and potential sponsors to fund a "music and the mind" type series that will explore how music positively impacts - and in some cases encourages healing of - the mind, body, and emotions. A range of studies show that music heals the soul and the CSO hopes to work with professional healers to not only educate them about this important resource, but potentially bring music to the people who canbenefitthemost. We are currently working with the Gregory Hancock Dance Theatre to collaborate with the Carmel Symphony Orchestra on our March 2021 Masterworks Concert. As we look ahead to our 46th season in 2021-2022, the Carmel Symphony Orchestra remains committed to this guiding principal - Music has the power to change lives. We deeply appreciate the financial and moral support we have received from the City of Carmel over the past many years, and look forward to a successful, ongoing partnership in the future. EXHIBIT A COVID RELIEF CARMEL woe SYMPHONY ORCHESTRA ANNA HYMES ARTISTIC DIRECTOR COMMUNITY COVID RELIEF CONCERT In March 2020, the Carmel Symphony was preparing for a concert when we were told the Center for the Performing Arts would be closing due to the pandemic. We had to cancel the remaining Masterworks concerts and subsequently lost $55,000 of ticket revenue and sponsorships. Since that time, we have been hard at work presenting programs both live and virtually with the goal of making sure music is alive in Carmel. With social distancing and safety measures always a priority, we presented outdoor small ensemble concerts throughout Carmel Recently we opened our regular season with reduced audience seating capacity and a smaller orchestra spaced 6 feet apart onstage and masked. The arts and small businesses have been hit the hardest from Covid, and it will be most difficult to return to any sense of normal. Many orchestras have furloughed their musicians and staff but the Carmel Symphony has continued to find ways to stay relevant, current and stable despite unforeseen challenges and obstacles. The Carmel Symphony would like to produce a Covid Relief Concert in May at Carter Green. The purpose of the concert is to raise funds for income lost during the pandemic. This outdoor concert will bring our community together for a fun evening of orchestral pops and will be a precursor for what the Carmel Music and Film Festival will look like. City funding will help us pay for erecting a stage, lights and sound, musicians and guest artists. The green will be roped off for ticketed audience and we will work with the City to have security and safety measures in place. If the virus is still strong in May, the concert will be rescheduled for September. The budget for the concert is $48,000. We are asking the City for an additional $25,000 to our regular City grant of $275,000, a total of $300,000. We have a sponsor in place for $10,000 and plan on securing one more sponsorship. With the City's support and expenses covered, we will be able to recoup some of the money lost the last 8 months through ticket sales. We believe in the power of music. This exciting and safe event will combine this thought with our beautiful community. EXHIBIT B Carmel Symphony Orchestra FY 20-21 Budget by Class July 2020 - June 2021 Admin FR Performance Total Income 4100 Concert Income 4110 Subscription 191,600.00 191,600.00 4120 Single 0.00 Total 4100 Concert Income 0.00 0.00 191,600.00 191,600.00 4200 Concert Sponsorship 4210Concerts 155,000.00 155,000.00 4220 Musicians 40,500.00 40,500.00 4230 Guest Artists 40,000.00 40,000.00 Total 4200 Concert Sponsorship 0.00 0.00 235,500.00 235,500.00 4300 Donations 4360 General Donations 90,000.00 90,000.00 Total 4300 Donations 0.00 90,000.00 0.00 90,000.00 4400 Grant Income 4410 Government Grants 137,500.00 137,500.00 275,000.00 4420 Corp/Foundation Grant 142,900.00 142,900.00 Total 4400 Grant Income 280,400.00 0.00 137,500.00 417,900.00 4610 Fundraising Event Income 23,000.00 23,000.00 4690 Program Advertisements 16,000.00 16,000.00 4710 Young Artist 7,500.00 7,500.00 4800 Interest Income 4810 Interest Income 0.00 Total 4800Interest Income 0.00 0.00 0.00 0.00 4900 In Kind Contributions 164,175.00 164,175.00 Total Income 444,575.00 113,000.00 588,100.00 1,145,675.00 Expenses 5000 Payroll Expenses 5010 Salaries & Wages -Admin 131,819.76 131,819.76 5020 Salaries & Wages - Artist 169,085.00 169,085.00 5040 Contracted Musicians 168,367.50 168,367.50 5100 FICA/Medicare 10,084.21 12,935.00 23,019.21 Total 5000 Payroll Expenses 141,903.97 0.00 350,397.50 492,291.47 6000 Concert Expense 6010 Auditorium Rental 100,500.00 100,500.00 6020 Guest Artist Fees 60,500.00 60,500.00 6040 Guest Artists Expenses 2,000.00 2,000.00 6050 Cartage 2,120.00 2,120.00 6060 Equipment Rental 10,810.00 10,810.00 6070 Music 63,610.00 63,610.00 6080 Transportation 6,500.00 6,500.00 Carmel Symphony Orchestra Exhibit B Page 2 6090 Other 10,500.00 10,500.00 Total 6000 Concert Expense 0.00 0.00 256,540.00 256,540.00 6100 Rent 1,860.00 1,860.00 6200 Professional Fees 6210 Accounting 45,500.00 45,500.00 6220 Development 7,000.00 7,000.00 6230 Graphic Design 12,000.00 12,000.00 6250 Other Professional Fees 25,000.00 25,000.00 Total 6200 Professional Fees 89,500.00 0.00 0.00 89,500.00 6300 Office Expenses 6310 Office Supplies 5,000.00 5,000.00 6320 Postage and Shipping 1,000.00 1,000.00 2,000.00 6340 Printing and Reproduction 4,000.00 8,000.00 14,000.00 26,000.00 6350 Equipment Rental (Non -Concert) 3,000.00 3,000.00 6360 Equipment Purchase 2,000.00 2,000.00 4,000.00 Total 6300Office Expenses 15,000.00 9,000.00 16,000.00 40,000.00 6400 Telephone & Internet 6410 Telephone 2,300.00 2,300.00 6420 Internet 1,200.00 1,200.00 Total 6400 Telephone & Internet 3,500.00 0.00 0.00 3,500.00 6500 Travel 6510 Mileage and Parking 600.00 16,863.50 17,463.50 6520 Meals 7,000.00 7,000.00 Total 6500 Travel 7,600.00 0.00 16,863.50 24,463.50 6600 Advertising and Marketing 50,000.00 50,000.00 6610 Dues and Subscriptions 500.00 500.00 6620 Licenses and Permits 3,000.00 3,000.00 6630 Play Bill 0.00 6700 Fundraising Expenses 9,500.00 9,500.00 6710 Young Artist Competition 2,500.00 2,500.00 6800 Insurance 6810 Liability Insurance 1,360.00 1,360.00 6820 Directors and Officers 884.00 884.00 6830 Workers Compensation 1,704.00 1,704.00 Total 6800 Insurance 3,948.00 0.00 0.00 3,948.00 6910 Credit Card Fees 3,300.00 3,300.00 79001n Kind Expenses 164,175.00 164,175.00 Total Expenses 431,286.97 18,500,00 695,291.00 1,145,077.97 Net Income 13,288.03 94,500.00 107,191.00 597.03 Exhibit B CARMEL Explanatory Notes SYMPHONY ORCHESTRA JANNA HYMES ARTISTIC DIRECTOR EXPLANATORY NOTES: CARMEL SYMPHONY BUDGET Fiscal Year July 1. 2019 — June 30, 2020 The CSO began its fiscal year July, 2019 and our concerts were performed as planned through the holiday season. We had two Masterworks concerts on October 12th and November 9ch of 2019 with a Holiday Pops presentation on December 14th., a family friendly concert that is always our most popular show. We had also moved into the community and played Carmel Fest, Sun King on the Moron and Mallow Run Winery. With the arrival of the new year we assumed the balance of the concert year would go as planned. The February Masterworks was well received but paled in comparison with the over whelming success of our collaboration with ATI in presenting Sweeney Todd, Demon Barber of Fleet Street. The arrival of Covid and the ensuing restrictions meant that the entire remainder of the season had to be scrapped. All budget assumptions were irrelevant and new options had to be explored.Our last two concerts had sponsors and they graciously agreed to hold over into the Fall season. Great news from our supporters but that meant we could not sell sponsorships to any of three concerts scheduled in the Autumn of 2020. Add to that the reduced ticket sales opportunities because of the 350 seat maximum set by the Palladium, meant further reductions in income. Our October, 2020 concert sold only 231 seats and many of those went unoccupied as people made more careful destination decisions. Additionally, the Palladium automatically refunded the price of tickets to our season subscribers for the cancelled March/April concerts without allowing us to ask if those supporters would like to make a donation of that money. The result is that the CSO didn't get any donations and now owes the Palladium $15,000 in reimbursement for those refunds. This has been a year like no other. The loss of income and the ability to perform has severely affected our finances. We did apply for and receive the federal PPP loan to cover salary costs and have reorganized to move into the digital fund raising era. EXHIBIT C 35-0O2 STATE OF INDI-ANA OFFICE OF THE SECRETARY OF STATE To Whom The;e Presents Come, Greeting: CERTIFICATE OF INCORPORATION CARMEL SYMPHONY ORCHESTRA INC 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, 1 hereby issue to such Corporation this Certificate of Incorporation. and further certify that its corporate existance has begun. In Witness Whereof, ! have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this loth day of oromhor 7t; EXHIBIT D Internal Revenue Service District Director f j Date: mAY 11 1979 I Carmel Symphony Orchestra, Inc. 410 Second Avenue NE Carmel, IN 46032 Gentlemen: Department of the Treasury Our Letter Dated: November 17, 1977 Person to Contact: Delores A. Dunn:sah Contact Telephone Number. 513-684-3578 CIN: EO: '791 0 8 0 This modifies our letter of the above date in which vie stated that you would %e treated as an organization which is not a private foundation until the expiration of your advance ruling period. Based on the information submitted, we have determined that you a_re not a private foundation within the meaning of section 509(a6 of the Internal Revenue Code, bzcause you are an organization of the type described in_s@ .RR509 fa) (lk * I u, urnexempt siat_us uRc ersection' code is still in affect. Grantors and contributors may rely on this determination until the Internal Revenue Service publishes notice to the contrary. However, a grantor or a contributor may not rely on this determination if he or she was in part responsible for, or was aware of, the act or failure to act that resulted in your loss of section _ 3D9kajT) * status, or acquired knowledge that the Internal Revenue Service had given notice that you would be removed from classification as a section 5QQ(a)(T) * organization. Because this letter cold help resolve any questions about your 1•rivate foundation status, please keep it in your permanent records. If you have any questions, please contact the person whose name and telephone number are shown abtrve. Sincerely yours, 170(b)(1)(A)(vi) cc: Alan J. Dansker 2700 Indiana Tower One Indiana Square D. L. James, Jr. Indianapolis, IN 46204 District Direct-)r P.O. Box 2508, Cincinnati, Ohic 45201 Letter 1050 (DO) (7= STATE OF INDIANA SS: we] -1AgAWt1 .77T`/iINC60 AFFIDAVIT I, Luci Snyder , an authorized representative of Carmel Symphony Orchestra ("Grantee"), being first duly sworn upon my oath, state that pursuant to paragraph 2 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 calendar year ending 2019 totaled $ 943,226.16 rgna e J Printed Name Luci Snyder Subscribed and sworn to before me, the undersigned Notary Public, this 19 day of 1c.A 2020. a'a.. MELISSA L VOLZ•SMITH_ t''sEp Resident of Hamilton County, IN Commission Expires: March 11, 2o24 Signature - NotLj PublicCommission # 681666 Printed Name Me l i jSc, Vt-SCr 4 SEAL] Resident of Lic, r,, County, Indiana My Commission Expires: Mcir Lk I I , Q 4j EXHIBIT E Carmel Symphony Orchestra Balance Sheet As of October 31, 2020 Total ASSETS Current Assets Bank Accounts 1010 UFB Checking1170 1,520.70 1020 UFB Savings 1183 15.194.41 1025 UFB Strategic Savings 1196 1,212.96 1030 Lake City Bank 0.00 1040 NBI Money Market 0.00 1050 Bank Account - League 4,148.81 Total Bank Accounts 19,035.48 Accounts Receivable 1200 Accounts Receivable 0.00 Total Accounts Receivable 0.00 Other Current Assets 1400 Prepaid Expenses 3,333.10 1900 AR 0.00 Total Other Current Assets 3,333.10 Total Current Assets 22,368.58 Other Assets 1080 CICF Endowment Fund 0.00 Total Other Assets 0.00 TOTAL ASSETS 22,368.58 LIABILITIES AND EQUITY Liabilities Current Liabilities Accounts Payable 2000 Accounts Payable 27.011.85 Total Accounts Payable 27,011.85 Other Current Liabilities 2110 Withholding/FICA/Medicare 0.01 2700 Deferred Revenue 41,403.03 Total Other Current Liabilities 41,403.02 Total Current Liabilities 68,414.87 Long -Term Liabilities 2800 Paycheck Protection Program 0.00 Total Long -Term Liabilities 0.00 Total Liabilities 68,414.87 Equity 3000 Opening Bal Equity 45,775.99 3010 Retained Earnings -permanently 0.00 3050 Retained Earnings 35,793.88 EXHIBIT E Net Income Total Equity TOTAL LIABILITIES AND EQUITY 127,616 16 46,046.29 Monday, Nov 16, 2020 09:35:43 AM GMT-8 - Accrual Basis 22,368.58 EXHIBIT E Carmel Symphony Orchestra Profit and Loss July 2019 - June 2020 Income 4100 Concert Income 4200 Concert Sponsorship 4300 Donations 4400 Grant Income 4610 Fundraising Event Income 4690 Program Advertisements 4710 Young Artist 4800 Interest Income 49001n Kind Contributions 4950 Miscellaneous Income Total Income Gross Profit Expenses 6000 Payroll Expenses 6000 Concert Expense 6100 Rent 6200 Professional Fees 6300 Office Expenses 6400 Telephone & Internet 6500 Travel 6600 Advertising and Marketing 6610 Dues and Subscriptions 6620 Licenses and Permits 6700 Fundraising Expenses 6800 Insurance 6900 Bank Service Charges 6910 Credit Card Fees 6920 Other Expenses 7900 In Kind Expenses Total Expenses Net Operating Income Net Income Total 176,190.50 62,450.00 139,723.41 343,090.39 25,908.47 13,000.00 475.00 105.02 180,221.00 2,062.37 943,226.16 943,226.16 480,342.09 158,522.53 1,842.00 77,423 13 41,178.83 4,564.73 6,253.14 24,970 99 1,740.00 2,592.28 11,870.93 3,948.00 1,439.88 1,82675 1,144.54 180,221.00 999,880.82 56,654.66 56,654.66 Thursday, Nov 05, 2020 02:49:38 AM GMT-8 - Accrual Basis Form 990 Rev. January 2020) Return of Organization Exempt From Income Tax Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) Depadment of the Treasury Do not enter social security numbers on this form as it may be made public. Ihaimal Revenue Seance Go to www.1rsgov7FernoM for instructions and the latest information. EXHIBIT E OMB No. I545-00,17 Open to Public Inspection A For the 2019 calendar year, or tax year beginning 7/01 , 2019, and ending 6/30 • 2U2U B Check if applicable: Address change Name change Initial return Final rehard e,rinte,l Amended return Application pending C Carmel Symphony Orchestra 760 3rd Avenue SW, Suite 102 Carmel, IN 46032 D Employer identification number 31-0918565 E Telephone number 317-844-9717 GGroxanscipts$ 763,004. F Name and address of principal officer: Randy Biernat Same As 0 AboveN(b) X501(c)(3) 501(c) ( ) (insuring.) 4947(a)(1)or 527 hon -or H(a) is lots a group return for 5.Padirxi Yes LXJ No f NoAreallsubprdamatas inclutloffYes Li No ttach a leuL (see instructions) Hi Group exemption number Tax-exempt status: J Website:- www. carmels K Form of organization: X Corporation Tmst Association I I Other L Year of formation: 1975 M state of legal domicile: IN Part I I Summary 1 Briefly describe the organization's mission or most significant activities_To i anize and sustain a s honk orchestra -in-the- hamilton -county-area----------------------------------- 0 E 2 Checkthis box If the organization discontinued its operations or disposed of more than 25% of its net assets. 0 3 Number of voting members of the governing body (Part VI, line 1a)................................... 3 1 17 ice 4 Number of independent voting members of the governing body (Part VI, line 1 b) _ _ ....... ... 4 17 w z 5Total number of individuals employed in calendar year 2019 (Part V, line 2a)... ... .., .. . _ 5 45 6 Total number of volunteers (estimate if necessary)..... .... .. 6 90 7a Total unrelated business revenue from Part VIII, column (C), line 12 _. .. ........ .. .. 7a 0. b Net unrelated business taxable income from Form 990-T, line 39.... .. ...................... .. .. 7b 0. Prior Year Current Year 8 Contributions and grants (Part VIII, line 1 h)................... ................... .. 526, 659. 545, 263. 0 9 Program service revenue (Part VI 11, line 2g) ......... .. _.. .. ... . . .. ... 177,999 189 191- 10 Investment income ( Part VIII, column (A), lines 3, 4, and 7d).................... 114. 47,116.1 16,679. 11 Other revenue (Part VIII, column (A), lines 5. 6d, 8c. 9c, 10c, and 11 a)..... .. ... 12 Total revenue - add lines 8 through 11 (must equal Part VIII, column (A), line 12)... 751,888. 751, 133. 13 Grants and similar amounts paid (Part IX, column (A), lines 1-3)...... ......... .. 14 Benefits paid to or for members (Part IX, column (A), line 4) ................ ...... .. 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) 446,764. 480, 342. m 16a Professional fundraising fees (Part IX, column (A), line 11 e)........................ b Total fundraising expenses (Part IX, column (D), line 25) 86,242. x m 17 Otherexpenses (Part IX, column (A), lines Ila-lid, 11f-24e)....... ... . _.. 394, 383. 327 446. 841, 147. 807, 788. 18 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25). ... 89 259 - 56 85.5. 19 Revenue lessexpenses. Subtract line 18 from line 12 43 Beginning of Current Year End of Year 163,308. 148, 921. 5a 20 Totalassets (Part X, line 16) ....................... . .. fa 21 Total liabilities (Part X, line 26) _. _..... _. _ _ - 25, 084. 67,352. i 5 22 Net assets or fund balances. Subtract line 21 from line 20 138, 229. 81,569. Partll SianatureBloc Under penalties of pei I declare that I have examined this return, Irctuding accanpanYmg schedules and statements, and to the best of my knowledge and belief, it is bue, correct, and complete. Declaration of preparer (other than officer) is Lased an all mformalion of amlch preparer has any knasledgis. Sign s,ortilnmoloi Dale Here ' Randy Biernat Treasurer Type or print name and title Printrrype preparer's name Preparer's signature Date Check it I PnN Paid IJames A Simpson IJames A Simpson I I self-employed IP01425325 Preparer, Firm'sr, ame FINANCIAL TECHNOLOGIES & MANAGEMENT Use Only Firms address '2935 E 96TH ST STE 216 Ftrrn'sEIN 35-2138762 INDIANAPOLIS IN 46240 lFhoreni (317) 819-0780 May the IRS discuss this return with the preparer shown above? (see instructions) ... _.. _.... X Yes No BAA For Paperwork Reduction Act Notice, see the separate instructions. TEEA0101I. Ol ¢r2o Form 990 (2019) EXHIBIT F CARMEL w SYMPHONY ORCHESTRA JANNA HYMES ARTISTIC DIRECTOR Board of Directors 2020-2021 Luci Snyder Commercial Real Estate Consultant Chair Rob Schlegel Neumann -Schlegel -Burrows, LLC Vice -Chair Randy Biernat BKD, LLP Treasurer Shannon Minnaar Homemaker Secretary Larry Lawhead Barnes & Thornburg LLP Past Chair John Adams General Motors Corporation (ret.) Director Caleb Bullock Somerset CPAs Director Bruce Cordingly Pedcor Companies Director Bill Culpepper SePRO Corporation Director Chuck Duke Duke People Development Director Peter Fulgenzi I Health Director Todd Graves Tumuli Consulting Director Rick Harrison SYM Financial Advisors Director Stan Hurt HVAC Distributor (ret.) Director Cori Rodda FWO Accounting Director Jim Streeter Streeter Consulting LLC Director Reinhold Strnat Magnet -Physics Inc. Director Jerry Torr Hamilton Title Director Dr. George Zack Lexington Philharmonic Orchestra (ret.) Director Kris Zaloudek Violin Teacher Orchestra Rep Exhibit GCCAMEL SYMPHONY ORCHESTRA IANNA HYMES ARTI5TIC DIREC FOR City of Carmel Arts Grant Program Final Report 2019-2020 One of the Carmel Symphony Orchestra's (CSO) greatest assets is the opportunity to perform at the Palladium as the Resident Orchestra, and we value this partnership with the Center for the Performing Arts. It raises the artistic level of the orchestra and is a significant factor in our financial and artistic growth and success. The CSO's 2019-2020 season, our 44th, marked the third season for Maestra Janna Hymes, our Artistic Director. Guest artists who performed with the CSO last season included: Philippe Quint, Sarah Scharbrough, the Wright Brothers, Colleen Daly, Ann McMahon Quintero, Matthew Vickers, Branch Fields, and the Anderson Symphony Choir. As is the national trend, season ticket sales were down slightly, but roughly one quarter of the house (slightly fewer than 400 seats) still sold in subscriptions, and overall attendance averaged just about 900 per concert. In addition, we retained all of our sponsors. However, due to COVID-19, our March and April concerts were canceled. Our sponsors did not withdraw their support, but moved to cover our October and November concerts in 2020. During the past season, thee CSO continued to emphasize our educational mission with these programs: Sounds Exciting! Concerts - These concerts for 5th grade students are designed to supplement state curriculum guidelines and to encourage students to make a decision to play an instrument. Approximately 2,000 students and nearly 100 teachers and chaperones from Hamilton and surrounding counties were in attendance. Area music teachers meet with symphony staff to help to design these concerts to insure they meet the educational needs of their students. During this process, we gain invaluable input from teachers as to how the CSO can better serve schools and target programming to supplement curriculum goals. We then create and distribute a 'newsletter' to all the music teachers and students in advance to help them prepare for their concert experience. Family Fun! - This interactive concert allows young children to sit by our musicians on the Palladium stage to watch music being made. Family Fun! Is followed by an instrument petting zoo, which allows children to try various orchestral instruments they just heard and observed. YouthPASS - This special offer allows children and students through high school to attend concerts for $5. This remains an important factor in the continual growth of CSO audiences each season. The $10 CollegePASS also helped to grow our younger audience. Young Artist Competition - An annual juried competition open to instrumental or piano students who reside within the State of Indiana. The winner receives a $1,000 prize and performs as soloist with the full orchestra at the Palladium. Musician Mentoring - This occurs at every rehearsal with the professional principal of each section coaching the avocational musicians, and thus serving as their mentor. This makes the CSO unique and successful in its mission to serve life-long learners. The CSO employs principal players in each section. A significant number of our musicians are community volunteers who range from students through retirees. Meet the Music - This program, led by the Artistic Director and guest artists, served as another educational opportunity in an informal setting. The program highlights interesting perspectives on the concert's composers and their music, followed by a Q & A session. The increased popularity of Meet the Music shows that our patrons are eager to learn more in order to enhance their concert experience. Symphony on the Go - These new events offered by the CSO provided several programs at locations outside of the Palladium to reach audiences not otherwise accessible. The CSO responded to feedback that mobility and cost limited audience accessibility. These locations at Midtown, Carmelfest and Mallow Run allowed the CSO to provide free performances to introduce audiences in diverse locations to a variety of music. It was estimated the CSO reached over 1,200 audience members of a variety of ages. Traditionally, concerts expenses are paid for by the sponsor and ticket sales. However, this year, our March and April concerts were canceled completely, gendering a refund of $15,000 for prepaid tickets. Attempts at a May concert were not successful. Our fall season opened with concerts in October and November. Our seating was limited by the Palladium causing a larger than usual gap between expenses and income. Therefore, we used $100,000 of the city grant to cover those expenses. Because of community efforts to engage the orchestra in local activities, we spent $125,000 for musicians salaries as most of these events generated no income and for the salary of our Artistic Director and additional promotions by our media specialist. Additionally, moving into the digital age by improving our marketing efforts, we expended 12,500 on creating a new, streamlined, easy to use website for tickets and donations. Finally, we used $37,500 for our collaborative production of Sweeney Todd, the Demon Barber of Fleet Street, with Actors Theatre of Indiana Finally, while the CSO finished FY20 with a deficit due to COVID-19 cancelations, the orchestra used this time to recalibrate our approach to sponsorships, individual donations, and ticket sales by creating a fresh interactive new website that encourages participation and donations while allowing us to gather contact information for further enhanced relationships. RESOLUTION NO. BPW 02-03-21-13 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrantChristian Youth Theater ofIndianapolis (CYT).docx1/27/202110:15AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and CYT (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, 1 m ira Raltz > 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, agrees to grant $ 2 , 5 0 0 ! 00 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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 Q 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, unaudited Balance Sheet and Income Statement, 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 8 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who 4 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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. 3 14. 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 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. 15. 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. 16. 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 partieshereto, or their successors in interest. IN WITNESS WHEROF, the parties hereto have made and executed this Agreement as follows: CYf (" Grantee") Signature) Printed Name of Officer: Laura Baltz Title: Executive Director Date: 11/16/20 CITY OF (7ARMMEL ("Grantor") By: _41" " James Brainard, Mayor Date- 1-13-2021 ATTEST: Date: 1-13-2021 If you have any question concerning the City of Carmel-s 2021 Arts Grant Program, grant writing, guidelines or application materials, contact: Sharon Kibbe. City of Cataract, One Civic square, Cur nci. IN 46032, Phone: 317•3714483, skibbeo, carmel in e 4 EXHIBIT A CYT Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: CYT Address: 1950_E. Greyhound Pass, Ste. 18, Carmel IN 46033 Telephone: 317-721-2497 Fax: Contact Person: I aura Ralb FYpriitivp r)irprtni org APPLICATION AMOUNT: $ 5,000 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Please see the following pages. Additional pages may be added to Exhibit "A") Printed Name of Officer. Laura Baltz Title: Executive Director Date: 11 /16/20 Description of the Proposed Use of the Grant Funds: CYT will perform four plays next year at The Cat: Radium Girls, a gripping drama that traces the efforts of Grace Fryer, a dial painter, as she fights for her day in court. Her chief adversary is her former employer, Arthur Roeder, an idealistic man who cannot bring himself to believe that the same element that shrinks tumors could have anything to do with the terrifying rash of illnesses among his employees. February 19 — 28, 2021 Junie B Jones is Not a Crook!, a hilarious and heartfelt tale for younger students based on the best-selling book series by Barbara Park. Depending on where we are with Covid numbers, we would love to take this performance to Carmel Schools. May 21 — 30, 2021 Bedtime Stories (as told by our Dad) (who messed them up), a hysterical play revolving around a creative and clueless dad, a prince with a snoring problem who spices up The Princess and The Pea, The Boy Who Cried Wolf but cries dinosaur instead, and Rumpelstiltskin who helps turn all that pesky gold into straw. Again, the plan is to tour this to Carmel Schools. September 22 — 31, 2021 Up The Down Staircase, a touching and funny play about a first year school teacher and the impacts she has on her troubled and talented students. January 28 — February 6. Costs for these productions total $18,296, net. (We will profit $12,304 with ticket sales.) We are asking the City of Carmel to generously grant $5,000 to CYT to offset these production costs: Costs Carmel Arts Grant Theater Rental (The Cat), $14,000 2,000 Sets $2,600 500 Costumes $1,200 500 Royalties $2,000 500 Program Design/Printing $4,600 500 Local Directing Talent $5,200 500 Props/Tech $1,000 500 TOTAL 5,000 Please see Exhibit A for information regarding our organization. EXHIBIT A CYT During the pandemic, my daughter has been depressed and withdrawn. CYT gave her a place to safely be with her friends, and the leaders built her self esteem. She made it through this hard time thanks to CYT."—Margaret B, CYT Parent, Carmel. We are so lucky to have a theater program like this in Carmel! I so appreciate their work to keep these kids safe while still offering them a quality arts program. We love CYT—our happy place!" Ann S., CYT Parent, Carmel. CYT continues to hold classes, camps and performances during the pandemic. It hasn't been easy —we've shifted to much smaller casts, employed a hybrid format for rehearsals and classes, and prioritized social distancing and mask wearing. We take temperatures, give "the covid quiz" as students arrive, and constantly work with parents to ensure everyone's safety. We have two wonderful board members who are healthcare professionals leading the way. Although we've been able to continue offering our services, we've taken a huge financial hit. We have cut costs everywhere possible, but with smaller casts and limited number of students, CYT will see a $55,000 loss at the end of the year. We are fortunate to have savings to continue to serve the community, but of course, this is worrisome. CYT gives back to our community and builds leaders. CYT expects each student to give back to our community. Each project encourages our kids to use their talents to bring joy to others. Over the past few years, our casts have given coats to those in need and volunteered on site at a local Carmel Coats for Kids event; they've sang for Riley Kids; they've collected swimsuits and summer play items for local at -risk youth; theyve planted a garden and donated the fresh fruits and vegetables to a Carmel food pantry; and they can't WAIT to sing at Carmel's Christkindlmarkt in 2021. They all had such a great time over the past two years, and loved ice skating after their performance! Thank you for coming to sing for our patients today. We'll broadcast your performance for the next three months to students in all our Riley Hospitals. The energy and kindness your students showed warmed our hearts." -Amanda R, Riley Employee CYT donates tickets to every nonprofit organization who makes a request. Last year, we donated more than 250 tickets to our shows, all of which benefited local silent auctions/fundraisers. Many of these projects are led by our HYPE (High School Youth Pursuing Excellence) Team. This group, made up of our oldest kids, is trained to plan and execute our charitable endeavors, recognize and react when one of our kids might need some special attention or a shoulder to lean on, and build teams that encourage positivity, collaboration and equality. These high school students also plan and run our warm up circles prior to rehearsals and performances, gaining invaluable leadership qualities that carry them into the future. My son isn't active in sports or a lot of high school activities. I was so thankful that he had CYT and his HYPE experience for his college applications. You've allowed him to be so much more well -rounded." —Robyn Y, CYT Parent Financial Responsibility and Support During the Pandemic Although CYT has continually offered value to our students without a break in service, obviously our revenues have fallen. Moving from a model of 99 students in each performance to less than 25 has been a shift, but one we have completed while watching the bottom line. Our parents have volunteered more hours than ever to make sure our kids continue to perform, and our donors have stayed the course. Over the past three years, we have built savings to ensure we had stability, and that has also given us the financial security to continue. We are thankful for all our donors, especially the City of Carmel, for continuing to believe in our mission and support the arts. CYT loves Carmel Clay Schools Since the majority of our kids attend Carmel Clay Schools, we are proud to offer school performances our shows to these local schools, free of charge. "Many of my students have never seen a live musical such as this. It opened their eyes to the world of performance art. Thank you." -Mrs. Robertson, Carmel Clay Schools Funding is crucial to our mission CYT loves Carmel and Hamilton County. Running a theater in this area eliminates us from many of the Indianapolis based funding opportunities. When we weigh making the move, however, we always feel as though our partnerships in this community far outweigh any monetary gain that might come our way if we moved to Indianapolis. We diligently work to keep our costs down —We're proud of and thankful for more than a dozen Carmel partnerships (including Mathnasium of Carmel, A List Dance Studio, Carmel High School, Carmel United Methodist Church and The Cat) which give us affordable rehearsal and performance space. In addition, we partner with other local theaters to trade many of our costumes, set pieces, and props. Our funding currently includes several local corporations who kindly serve as season sponsors, paid advertising in our 15+ page show programs, and additional support from our families and alumni. One hundred percent of our Board of Directors give financially in addition to donating hours of their time to our mission. Even with this overwhelming community support, royalties, salaries for teachers, directors and staff, props, costumes and set supplies increase each year. With another anticipated increase in students and the rise in supply costs, we anticipate next season's costs to rise more than 20%. But we need expand our services. Our enrollment has grown more than 70% in the past three years. One of our youngest age groups, the 8 —10 year olds, is growing most rapidly. We are requesting funding to perform two plays with this younger demographic, at The Cat in Carmel. Our teens are most at risk for feeling like they don't have a place to belong. They are wonderful mentors to our younger students, but they have told us they want something of their own. We are also requesting funding to perform two plays targeted to our teens, also at The Cat. As the largest children's theater in the State of Indiana, we are honored to call the City of Carmel our home. Your funding would be invaluable to not only the continuance of our programming, but to CYT's growth and impact on our community. Thank you for your consideration. 0AN19romm0 2020 Fall Classes Budaet Variables Tuition 19,998 Number of students: 99 members x $195, 7 youngest x $99 Scholarship 1,500 Gross Class Fees 21,498 T Teachers 1,300 Intensive Teachers Assistants Class Materials 50 Facility 50 Copies 50 Scholarships 1,500 Background Checks 125 Total Expenses 3,075 18,423.00 2020 - 2021 (November - February) Winter Classes Budget Variables Tuition 24,678 110 x $195 = $25,350, 7 littles @ 99 = 693 Scholarship 1, 500GrossClassFeesTeachers Intensive Teachers Assistants Class Materials 50 Facility 50 Copies 50 Scholarships 1,500 Background Checks 100 Total Expenses 3,250 22,928.00 zou Spring Classes Bud¢et Variables Tuition: Tuition: Scholarships 26,043.00 1,500.00 130 students @ $195 = $25350 + 7 students @ $99 = 693 Gross Class Fees 27,543.00 Teachers 1,500.00 Intensive Teachers Assistants Class Materials 50.00 Facility 50.00 Copies 50.00 Scholarships 1,500.00 Background Checks 100.00 TOTAL EXPENSES 3,250.00 24,293.00 The Monokgue5howantl 15 Reasons No WBe In A Play—Octobn2020 Bud V bles Number ofgRors qp Ticlet Sal. OW d00tickeb xn(in person) and sovirtual tickeb QP m$20 TWALTIXETSgIFS M Ticbt sale fromabave) WO.W Production Fees SAMW 13S.h GA Shop/So Wni n5aks1.35/t lud 1 SW Do f .,loos Pzrent Order FPrm(Average$%/student, 318W.W Va1.~00Fee BW.W Fundmising Pr .. Advedising Spare TOTALRLYENDE yT,SOD.go Theater Renbl 3,600.W Rehearsal Facility Seb Cnstume($13 Iran) Makeup- Show ($2.W/student) MOWng Truck Royalties 6W.W Graphic Dnlgner 500,Op Program PdnNng 1,5W.W Mwfting( Promotional 2W.W Pksl$ B.So/mnlnnt) WA, Mesh- Studenb($27So/vftnJW) MeaI, Wmaom&StaN(IOmeahx 6 daysx 2W.W Nistodan SW Merchandise $ 10Mlaudan0 920.W Show Shirts(Ceat+M") 522.W Cho mpher Asst. Mr. stageMn.,er Dire or LighdmDesigner Munk Dir. MuskSetBulltlarSot Desgner SoundEngineer1W.W Costumer Flying or puppets House 50Ap Props W W Srout Pitches Tech& Show Expense(mks/batU/hpe) Sp,Op Tkkot Fee Ma I196.W ParentONer Form MakeupKRs$ 6.28/person Vkeo Dvtl's 575M Photo Website ShowBooks ($1250/s Ient) SW.W Dog rags $z.6T/student 105.20 CnnBrat Cups ($241/s ..t) MIX, Sbrgrams ($. 50/s Beni 20.W Cast Party(93)/s Ient) TOTAL b1PlN 9AS20 Contingemy 5%ofrotalnpenan 4W.)6 TOTALWI colffllsmiN 10,305.% NETREVENDE T,190.09 OnmdO the HolWays—November/Da rnb r2OM' T. art ttudget Vadables Number of Actors 44 nckat5ales y7,p00 4q 400 dcketi X15 (N non) aM 50vhtual tkken@0 TOtILLTO(kT 000 racket Sales (from abwel 7,000.00 Production Fees 5,940D0 135 eaN Gift Shop/Sowlnk r Sales1.Z/t(cket 49o.W Con¢sskm PanntOnfer Fonn(Avemge 12 perstudent) 9".00 Volunteer Opt Fee 400.W F.ndnibingProgrem Adverebu'Span TOTAL REVENUE 14,]O&W Theater Rerdal 2,600A0 Reheard F3cglty Sets 200.00 Costume($13/stu&ntj 150A0 Makeup - Shcw ($Z05/st W ent) Moving Truck Repfties 640.00 Graphk Designer 150,OO Includes $50 two pack Progrsm PrlMlrig 6 .w Adverdsing/Promotknel 10DA0 Co les($Sm/student) W4.W Meats-Stud.m ($VMIstudent) M x ft- 0 irectors & StaR (10 mea h x 6 days x HistorianMeroh.ndN.($IOM/sudent) 46200 Show Shirts lad. 6 $10) 500.00 Goreographer A Dir. stage Manager Director UgMing Designer Musk Di, MoslcSetBulkier 300.00 Set DesignerSoundEngineer 400A0 CostumerFaaShkWs I 15090 Directors Gifts SAD House SOAO Preps 50-M Scout Patches Tech&Show E"27 mio/battr/bpe) 50.00 Tkket FeeQ ,r (IM) M.W Parent Order Form MakeupMSS.n/person Video Dvd's 57SAO Photowebske Show ks($I Istudent) SSOAO ON Top$1.63/student 115.T1 Conerat Cups l$281/rtudentl U3.10 Cart Party (9.Wjstudent) TOTAIEX MSa 8,51092 conlingenry 5%of toblexpemes 4]M TOTAEw CON NFNCT SM6A] NET REVENUE 5,1/193 gaplu M GIRLS — Fe6rea n zgn a NunborofA on 30 Tkket Selo 000 400 4Donekerax1s1io permnlWSOWtualkke@g0 Nan PnB[a Istouts ehl 0 TDTu naaT6AIE.s ST,opD Tk, a S.lealfron.ro ) 7,M.W Pn.dmn Fees 4,OW.W Membandlse: Gift Shop/SouVol. r Sales MOO Conce.to. Kls/ucketl Parent Order form (AFmp SWolhde 1,W.W fuMrelrtngPrenmmwothingswe TOTALREV6NUE g,990m Theater Mobil zm&W Sets 1$11.60/#uden[ 39&00 f.stume ($11/rtuden4 MOD Makeu -Show $205/sudent) 61.50 Ropftles MW Gn hk Desl ner SW.m Pmgnm Noting MW Ativerthing(prendlonal 100.00 MusicConressionsCopies 350.n0 Meals-Stwd .ft($Itdent Meah-Dlrs on&SmR(30meahx6da x$S) Hirt.' n 1 35,W MembandW($1050/sudent) 31SM Show S0lrts Grtalg@$10 3W.W Choreographer Asst. Dlr./SWv Manam MOD DireeorLlghting DealgoV 400m Music Oh.. Moving Truck 300.W PftSet Builder M.W Set DeA,n Sound En n CostumerSYgemanager Fhin .rpu pets H.un Sam Poops 50.W Scout Patches ISiDD/eel Tech&Show nks/Wtts/bpe SOM Tickzt Feafha Iz&%) 196m varent order Form Makeup-YIIs$&pe/pemn M40 Me. M's fiW.00 PhotoWZ.— ShowBooW($3Z50/studeM 333.W Ta 5263/student MW Congrat Cue $2.911 rdent) Be.30 Shrgn nN ($.50/student) Cart PaM (9.37/student) TOTALWMSES 9,SWAO Contin envy 5%oftotalexpenm 479.01 iOTpI WSLH CONTINENCY 10,059.21 NETRE ME 2,9W.M IUNIE BIOMES— May Mn 8utlaae VadaMea Numberolpxtom 30 TlcbN sales 71000 400$20 aaatklats x15tin person) and50Nrtuiltickets @ Non PmM Scouts etc) 0 rorunamT sous 7,M Ticket Sobs bom above) 7,0 W PmduNon fees 4,GW.W Memhandee: GMShapjSo nM r5aks 500.OD Confessions j15/tkket) Parent Order F..(dye 48/stud 1,Wm FundoWngP .M.n'dn Spare Ma REVENUE 12,SW.W Theabrftental 2,8 w Seb($11.60/student 34B00 Costume $11/sWtlmt) no..00 Makeup-Show($2.D5/student) 6L50 ft ItksGnkMu N 550.00 Pmgmm Pnntln8 6( m Pduedbin mm lU l 300.00 MuskCancesskns G ies I 200.00 Meals-SWEenb($SO/student) Meats-Mrectom ff(30muUx6daysx$5 HW#o n 2S.00 Memhandise $10.50/Y ent) 315A0 Show Shi#s G#+6@$30 3W.W Choreographer Aut. Dir./SuManager 500.00 Director 800A0 11 N,Oesigner 400.OD Musk Dk. MONnBTmck200A0 P8 SNBuilder 2W.W Set Designer SoundEngineerUstumer Sb e manager flyingmlwpWuHoax SOAO Pmps W..00 Smu[ Patches 2. W/ea) Txh & Show fxpenx mks/ban/% 50.(1D Ticket Feecha e(L896) 9B00 ParentoNer Form MakeuP- xils$8.28/person 248AO VMlea Dvd's fi00.00 PhoW Websge Sh. w h($U50/studerd 37S.OD Dag Tap $263/student 38.90 Congret CMPs($2.81/4 M) 84.30 Sb ms $.50/#udent) QAft 9.3T/#udentl rotu lOtPFN5F5 Mao." Contln8en 5%oftablex n 429.01 MTNLWIrNEDNNNENU f0,05941 NETREVENUE 1,930.90 Budget Variables Four Weeks of Summer Camp — 2021 Students @ $139 (half day) 5838 42 students Students @ $199 24278 122 students Students @ 249 (Musical in a week) 4980 29 students 422 Gross Camp Fees 35,096 193 students total 551 Teachers 12000 506 Payroll Taxes - FICA (6.2%) 744 506 Payroll - Workers Comp Ins. (est. 1%) 120 553 Facility 500 554 Camp Marketing 1200 555 Camp T-Shirts 1456 558 Camp Concessions 890 559 Game/Art/show Supplies 1995 563 Copies 712 TOTAL EXPENSES 19617 15,479 Fundraising NET Totals 2020-2021 Sponsorships 2,500.00 Carmel Arts Grant 5,000.00 Giving Tuesday 2,500.00 Melaleuca 100.00 Individual Donations 8,500.00 Easter Campaign 1,500.00 Amazon Smile 200.00 Costume Rentals 100.00 TOTAL FUNDRAISING 20,400.00 OVERHEAD -- 2020-2021 Salaries and Related 501 Salaries 102743 502 Contractor Wages 7500 ED Insurance 5652 503 Payroll Taxes 8271.00 Total Salaries and Related 124166.00 Travel and Training 571 Education/Training 0 572 Travel - Transportion/Gas 0 575 Travel -Lodging 0 574 Travel - Meals 0 Total Travel & Training 0 General and Administrative (2017 General) 516 Moving Truck 250 601 Rent 0 603 Office Supplies 600 608 Mailbox Rental 250 609 Nametags, business cards 0 604 Postage 300 665 Storage/Warehouse 16800 667 Gas & Cellular 4200 Total Office Expenses 22150 Equipment Expenses 621 Equipment Purchases (under $1,500) 350 Total Equipment Expenses 350 Franchise Fees 641 lFranchise fee 15600 Total Franchise Fees 15600 Miscellaneous 668 Donor Recruitment Costs 1500 580 HYPE 250 670 Community Building 600 Perusals 100 Total Miscellaneous 2450 Professional Services 652 Accounting (Quickbooks) 500 Authnet Gateway 350 652 Payroll Contractor 2500 Total Professional Services 3350 General and Administative 663 Insurance 7000 669 Misc. 0 Total General and Administrative 7000 Total Overhead Expensesl 175,066.00 TOTAL NET REVENUES, 2020-2021 Item Net Revenue Fall Plays 7,194.04 Closed for the Holidays 5,771.53 Radium Girls 2,930.90 Junie B. Jones 2,930.90 Fall Classes 18,423.00 Winter Classes 22,928.00 Spring Classes 24,293.00 Camps 15,479.00 Fundraising 20,400.00 Transfer from Savings 54,715.63 Overhead 175,066.00) Total Net Revenue EXPENSE TOTAL 2020-2021 Item Expense Fall Classes 4000 Winter Classes 3650 Spring Classes 3000 Fall Plays 30003.46 Peter Pan -- Winter Mu 42071.66 Winter Play 11968.57 Annie -- Spring Musical 35573.63 Fringe 6,577.79 Camps 19617 Overhead 175066 Total 331528.11 I*Av4mlmm WAN CYT State of Indiana Office of the Secretary of State CERTIFICATE OF INCORPORATION of CHRISTLAN YOUTH THEATER OF INDIANAPOLIS INC. I, Todd Rokita, Secretary of State of Indiana, hereby certify that Articles of Incorporation of the above Non -Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented confirms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991. NOW, THEREFORE, with this document I certify that said transaction will become effective Wednesday, May 13, 2009. In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, May 13, 2009 TODD ROKITA, SECRETARY OF STATE 009051300394!200905130826' RECEIVED 05/1312009 02:54 PM APPROVED AND FILED TODD ROKITA INDIANA SECRETARY OF STATE 5/13/2009 2:55 PM ARTICLES OF INCORPORATION Formed pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991. ARTICLE I — NAME AND PRINCIPAL OFFICE CHRISTIAN YOUTH THEATER OF INDIANAPOLIS INC. ARTICLE II — REGISTERED OFFICE AND AGENT Lori Rigdon 5408 Zephyr Way, Westfield, IN 46074 ARTICLE III — INCORPORATORS Lisa Williams 2519 Heathermoor Dr. S., Westfield, IN 46074 Signature: Lisa Williams Lori Rigdon 508 Zephyr Way, Westfield, IN 46074 Signature: Lori Rigdon ARTICLE IV — GENERAL INFORMATION Effective Date: 5/13/2009 Type of Corporation: Public Benefit Corporation Does the corporation have members?: No The purposes/nature of business A. To produce quality, wholesome, family entertainment and to reflect Judeo-Christian values through training in the arts. B. This corporation is organized primarily for educational and charitable purposes. It is not organized for the private gain of any person. C. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office. D. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on by Pagel of 2 Control Number 2009051300394 / DCN 2009051308267 a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. E. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation. Distribution of assets on dissolution or final liquidation No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, 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 distributionsinfurtheranceofthepurposessetforthinArticle11hereof. Upon dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distibuted to a non-profit fund, foundation, or corporation which is organized and operated exclusively for charitable or educational purposes and whichhasestablisheditstaxexemptstatusunderSection501(c)(3) of the Internal Revenue Code. Control Number 2009051300394 / DCN 2009051308267 EXHIBIT D CYT INTERNAL REVENUE SERVICE P. 0. BOX 2508 CINCINNATI, OH 45201 Date: NOV 2 4 2009 CHRISTIAN YOUTH THEATER OF INDIANAPOLIS INC C/O LORI RIGDON 508 ZEPHYR WAY WESTFIELD, IN 46074 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 27-0168087 DLN: 17053238310049 Contact Person: PAULA HARRELL ID# 31608 Contact Telephone Number: 877) 829-5500 Accounting Period Ending: December 31 Public Charity Status: 509(a)(2) Form 990 Required: Yes Effective Date of Exemption: May 13, 2009 Contribution Deductibility: Yes Addendum Applies: No We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. Contributions to you are deductible under section 170 of the Code. You are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501(c)(3) of the Code are further classified as either public charities or private foundations. We determined that you are a public charity under the Code section(s) listed in the heading of thisletter. Please see enclosed Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities, for some helpful information about your responsibilities as an exempt organization. Letter 947 (DO/CG) 2- CHRISTIAN YOUTH THEATER OF Enclosure: Publication 4221-PC Sincerely, Robert Choi Director, Exempt Organizations Rulings and Agreements Letter 947 (00/CG) EXHIBIT E CYT STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) AFFIDAVIT I, Laura Baltz , an authorized representative of CYT ("Grantee"), being first duly swom upon my oath, state that pursuant to paragraph 2 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 calendar year ending 2019 totaled S 99,287.00 ignature Printed Name Laura Baltz Subscribed and sworn to before me, the undersigned Notary Public, this t day of Y l o-w- 2020. SEAL] SARAN E. LAWSONJ Notary Public, Sate of IndianaICOmmiSsionNumber. NP0720379 My Commis on Expnes Me 79. --- Signature - Notary Public / Printed Namejf y /nl/1 C Resident of 40 \-,i 11+tn- County, Indiana My Commission Expires: ' Christian Youth Theater, Indianapolis, Inc. BALANCE SHEET As of November 17, 2020 TOTAL Current Assets Bank Accounts 100 Checking 19,422.55 101 Savings 0.00 99 Money Marketing Checking 66,172.49 Certificate of Deposit 50,020.42 To Bank Accourds 135,615.46 Total Current Assets 135,615A6 TOTAL ASSETS _ _ _ 135,615.46 LIABILITIES AND EQUITY Liabilities Total Liabilities Equity Opening Balance Equity 32,815.88 Unrestricted (Retained Earnings) 106,515.06 Net Income-3,715.48 Total Equity $135,615.46 TOTAL LIABILITIES AND EQUITY - $135,615A6 Christian Youth Theater, Indianapolis, Inc. PROFIT AND LOSS November 1, 2019 - November 17, 2020 Income -- -- 400 - Performance Revenues 401 -Ticket Sales 50,436.87 402 - Production Fees 32,530.00 403 - Program Advertising Space 578.45 404 - Corporate Sponsorships 3,087.80 405 - Gift Shop / Souvenier Sales 10,120.38 406 - Scholarship Baskets 2,827.63 408 - Parent Order Form 16,659.71 409 - Volunteer Opt Out Fee 2,800.00 411 - Spring 2020 Production Fee Credit 4,317.50 Ietal400-Performance Rmienues 12a 3M&34 420 - Tuition 421 - Class Tuition 59,155.00 422 - Camp Tuition 19,325.00 Ietal420- It1gffw 78,488_00 430 - Donations (One -Time / Annual) 431 - Corporate Donations 1,140.00 432 - Individual Donations 15,061.47 Ietal430-DenaBens (One-LmelAnnuaQ 18,201-47 440 - Grants / Foundations 2,500.00 450 - Fundraising Revenue 451 - Giving Tuesday 4,046.00 451 EA Easter Campaign 5,275.00 452 - Miscellaneous Fundraising 2,017.87 453 - Scrip 286.00 455 - Amazon Smile Fundraising 139.06 456 - Beef House Rolls 375.15 458 - Melaleuca 88.90 460 Donations -- Warehouse 2,000.00 Iota1450-Fuodr9I0Viimrenue 14,227_98 490 - Interest income 127.24 495 - PPP Loan 20,100.00 Iotallnoame S2,W95-03 GROSS PROFIT 254"&03 Christian Youth Theater, Indianapolis, Inc. PROFIT AND LOSS November 1, 2019 - November 17, 2020 TOTAL Expenses 500 - Salaries and Wages 501 - Staff Salaries 80,548.76 502 - Contractor Wages 12,528.75 503 - Payroll Tax 26,326.91 504 - Employee Benefits (Gas & Cellular) 4,200.00 505 - Benef ts/Insurance 5,652.00 retat488-Saladas and Wages t -56-42 510-Performance Expenses 510 - Scripts 593.23 511 -Theater/Facility Rental 14,685.00 512 - Sets 4,310.98 513 - Costumes 2,714.69 514 - Production Makeup 1,345.77 515 - Royalties 13,237.27 517 - Program Printing 4,997.48 518 - Advertising / Promotional 276.51 519 - Music 750.00 521 -Copies 2,567.98 522 - Meals 3,602.54 523 - Misc. Production Expenses 104.42 524 - Merchandise 5,675.65 525 - Show Shirts 3,215.30 527 - Tech & Show expense 71.10 528A - Choreographer 1,003.20 528E - Assistant Director 1,350.00 528C - Director 2,200.00 528E - Music Director 1,125.00 528G - Set Builder 300.00 5281 - Sound Engineer 700.00 528K - Costumer 300.00 528L - Stage Manager 600.00 528M - Flying 3,862.50 529 - Cast Party 1,106.40 530 - Historian 572.48 531 - House 131.00 532 - Props 203.52 533 - Scout Patches P86.97 534 - Parent Order Form 5,238.05 535 - Change 0.00 TOW419-.PerfarmanWEVenses 77,127_04 Christian Youth Theater, Indianapolis, Inc. PROFIT AND LOSS November 1, 2019 - November 17, 2020 541 - Class Facility Costs 542 - Class Materials 543 - Copies for Classes Tetat540- Class Sesser EVenses 540 - Class Sessions Expenses 545 - Scholarship Baskets Totat540- FdassSesj&mFjpQn9e8 550 - Camp Expenses 551 -Teachers 552 - Facility 553 - Camp Marketing 554 - Camp T-Shirts 557 - Camp Supplies 559 - Copies Tow-m- camPExenses 570 - Travel and Training 571 - Education / Training 572 - Travel (Transportation/Gas) 574 - Travel Meals 575 - Travel Lodging TOW570- Traital and Tnu ft 600 - Office Expenses 601 - Rent 602 - Office Supplies 603 - Postage 604 - Copies 605 Advertising 606 - Miscellaneous / Dues 608 - Mailbox Rental 609 - Printing (Business Cards/Name Tags) 611 - Credit Card Processing - General Tetal60O- EfeeEVWWes 620 - Equipment Purchases 630 - CYT Franchise Fees 650 - Professional Fees 652 - Payroll Contractor 653 - Marketing Designer 655 - Authnet Gateway Total 650-Pmfess5onalFees T/lTA. 95.00 157.69 31.01 2tt3.70 9.86 9.66 1,922.75 745.00 1,300.00 821.50 210.22 212.67 U12.14 205.78 585.96 252.40 301.71 1,345.65 375.00 905.81 353.82 65.25 63.13 34.15 237.00 53.66 3,652.14 5,739.96 1,507.30 18,420.49 2,524.10 2,565.75 352.95 k442.60 Christian Youth Theater, Indianapolis, Inc. PROFIT AND LOSS November 1, 2019 - November 17, 2020 TOTAL 660 - General & Administrative 661 - Bank Fees 8.47 662 - Software Service Fees 362.17 663 - Background Checks 988.85 664-Insurance 6,805.75 665- Storage/Warehouse 16,797.17 667 - Perusals 157.77 668 - Entertainment/Business Meals 1,356.65 669 - Volunteer/Staff Appreciation 1,552.24 670 - Community Building 98.82 671 - Miscellaneous 34.08 673 - Senior Celebration 234.52 Iotat 660- Genera[ SAAmltfi trafte 28,326.33 680 - Fundraising Expenses 482.60 690 - PYT Start Up Expenses 905.64 Interest Paid -20.42 IofatEVenses - 274,621-99 NET OPERATING INCOME $_ig Sp&96 Other Expenses Reconciliation Discrepancies -0.62 Total Other Evanses $-11-62 NET OTHER INCOME -- - -- - $0-62 NET INCOME $_lg 02LU EXTENDED TO NOVEMBER 16, 2020 Return of Organization Exempt From Income Tax Form 990 Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private PoundalRev. January 2020) Do not enter social security numbers on this form as it may be made public. A For the 2019 calendar year, or tax year beginning B cn.d, e C Name of organization aIiI CHRISTIAN YOUTH THEATRE OF h.&W INDIANAPOLIS, INC. N. ne Doing business as n Number and street (or P.O. box If mail is not delivered i sheet address) 0ew., 1950 EAST GREYHOUND PASS unto- ar.d City or town, state or province, country, and ZIP or foreign postal code F Name and address of principal officer.JAMALYN WILLIA 5835 MUSCADINE WAY, ZIONSVILLE. IN D Employer identification number 27-0168087 Room/sufte I E Telephone number L8 I 317-721-24 H(a) is this a group return for subordinates? DYes ®No H(b)a..usm«d md.deda=Yes []No If 'No.' attach a list. (see instructions) 1 Briefly describe the organization's mission or most significant activities: TO PROVIDE PERFORMING ARTS INSTRIICTION THROUGH CLASS SESSIONS, CAMPS AND MULTIPLE FULL -SCALED 2 Check this box ( LJ if the organization discontinued its operations or disposed of more than 25% of its net assets. 3 Number of voting members of the governing body (Part VI, fine 1a) 3 9 yu 4 Number of independent voting members of the governing body (Part VI, line lb) _______________ 4 9 5 Total number of individuals employed in calendar year2019 (Part V, One 2a) .,. 5 10 5; 6 Total number of volunteers (estimate if necessary) s 300 7 a Total unrelated business revenue from Part VIII, column (C), line 12.................. 7a 0 . b Net unrelated business taxable income from Form 990-T, fine 39.................................................................. 7b 0 . Prior Year Current Year 8 Contributions and grants (Part VIII, give th) 13 , 21,917 . 9 Program service revenue (Part VIII, line 2g)---------------_....----------------------------------._ 2 8 5, 5 5.357,853. 97 . 10Investmentincome (Part Vill, column IA), Imes 3, 4, and 7d)....................................... 4 , 9 0 9 . 6 , 518 . 11Otherrevenue (Part VIII, column (A), lines 5, Bel, 8c, 9c,10c, and 11e) _...._________________ 12 Total revenue -add lines 8through 11 must equalPart Vill column fine 12 ......... 304,145. 386,472. 13 Grants and similar amounts paid (Part O(, column (A), lines 13) ................................. 1457 0 . 14 Benefits paid to or for members (Part K column (A), line 4) 0. 0. 15 Salaries, other compensation, employee benefits (Part IX cohann (N, Ones 5-10) ...------ 103,564. 12 0 , 18 9 . 16a Professional fundraising fees (Part IX column (A), fine Ito)...._ 0. 0. m anKbTotal fundraising expenses (Part column (D), line 25) ru 17 Omerexpenses ( Part K column (A), Ones 11a4 td,11f-24e) ....................................... 135,891. 212 , 211 . 18 Total expenses. Add lines 13-17 (must equal Part IX column (A), fine 25),,,,,,,,,,,,,,,,,,,,, 23 9 , 6 0 0 . 332,400. 19 Revenue less expenses. Subtract line 18 from line 12................................................ 64,545. 54,072. Beginning of Current Year End of Year 113 , 7 54 . 167,826. 20 Total assets (Part K line 16)...................... - .......- 21 Total liabilities ( Part Xime 26)-._..-.--...-__.-.._.........__...............---- .._------- .------._._ 0. 167,826. 22 Net assetsorfundbalances. Subtract five 21 from line 20....__..:.._........__.._....-._...11s,754.1 Part 11 Signature Block Under penalties of perjury, I declare that I have examined this retnm, including accompanying schedules and statements, and to the best of my knowledge and belief, it is hue, correct, and complete. Declaration of preparer (other than officer) is based on all information of which nrenarar hag anv knnvxedna Sign Signature of officer Date Here STEFANIE PATTERSON, TREASURER ype or pnn name an e Print type preparer' s name Preparer's signature a cn«r PTIN Paid iI segsm bd PreparerFirm's name Firm's EIN Use Only Firm' s address Phone no. may rive MS dscuss this return with the preparer shown above? (see msbuctions) U Yes U No 932001 01-20- 20 LHA For Paperwork Reduction Act Notice, see the separate instructions. Fonn 990 (2019) n ran nrnmrrrre ra n ranr. nnnnarrn mrn r vrnnrn r nm mrn lv>.rm nn rmr rrra mrn r EXHIBIT F CYT CYT Board of Directors Jamalyn Williamson Board President Founder, Zanmi Fondwa Jpw675@gmail.com Stefanie Patterson Treasurer Owner, The Salt Cave Sapafterl@gmaii.com Heather Judy Secretary Director of Incentives Compliance, KSM Location Advisors hjudy@dsmiocationadvisers.com Members at Large: Alison Becker Manager --Regulatory Policy, NiSource abecker@nisource.com Eric Lohe Lead Pastor, Crossroads Church eric46032@indy.rr.com Anne Martin AGAC Nurse Practitioner, IUH Physicians amartin2@indy.rr.com Leachia Kern CPA ldkern@sbcglobal.net Lyree Marcus Associate Professor and Clinical Chair of Obstetrics and Gynecology, Marian University lyree.marcus@gmail.com Nicole Robinson nicolerobl 3@yahoo.com EXHIBIT G CYT YEAR END REPORT CYT—Awarded $2,500 in 2020 CYT is so thankful for the funding received last year from the City of Carmel. The funds were used in the following ways: 1. Royalties for eight shows, performed in Carmel at The Cat: $1,280 We entertained students from Carmel, boy scouts, and local families with I Hate Shakespeare, play that teaches Shakespeare in a comedic way. What you offer these students is unbelievable! Some of my kids have never seen a play before. And now they're quoting Shakespeare." A. Barnes, Carmel Montessori School 2. C_YT@School (After School Programming in Carmel): $1.,000 In addition, we expanded our CYT@Schools program, offering low cost after school arts programming to students in Carmel. Our cost is already a low $99 per student, but your gift allowed us to give ten scholarships to students who would otherwise not be able to afford this great theater immersion program. This year, we were able to try something new and produce an entire musical, suite in Wonderland, with our school students. My son isn't involved in sports, so after school programming didn't really seem to be something in which he could participate. This has made all the difference to his school experience." Sammie, mother of Mark, Age 10 3. Singing Outside Nursing Homes: $2.20 Instructors of the arts are often required to donate their time in order to do what they love to do —teach students. It doesn't seem like much, but being able to give the gentleman a stipend to direct our kids this fall at local nursing homes. Since Christkindlmarkt was canceled, we decided we could still get together and safely sing outdoors to our most vulnerable population. We can't wait to get back to Christkindlmarkt next year!) You're not only supporting kids, you're also supporting our community. You've made such a difference to our 500+ families! We love living and working in a city that values arts! RESOLUTION NO. BPW 02-03-21-14 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrantGreatAmerican Songbook Foundation.docx1/27/202110:18AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and The Great American Songbook Foundation (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: That on behalf of Grantee, a not -for -profit corporation, I, Chris Lewis 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, agrees to grant $ 160,000 .00 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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, unaudited Balance Sheet and Income Statement, 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 8 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who 2 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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. 3 14. 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 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. 15. Severability. If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such tern 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. 16. 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: The Great American Songbook Foundation ("Grantee") By:_ C/..-e -Z, (Signature) Printed Name of Officer: Chris Lewis Title: Executive Director Date: 11/18/2020 CITY OF CARMEL ("Grantor") By: — ,.- James Brainard, Mayor Date: 1-13-2021 ATTEST: Aoun Date: 1-13-2021 If you have any question concerning the City of Camel's 2021 Arts Grant Program, grant writing, guidelines or application materials, contact: Sharon Kibbe. City of Cannel. One Civic Square. Carmel. IN 46032. Phone: 317-571-2483. skibbencarmel. in.uov. 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: The Great American Songbook Foundation Address- 1 Carter Green, Carmel, IN 46032 Telephone: 317-844-9446 Fax: Contact Person: Chris Lewis APPLICATION AMOUNT: $ 250,000 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Songbook Academy - 75,000 Musicology Conference- 10,000 Library and Archives - 30,000 Public Relations Consultant- 20,000 Grant Writing Consultant- 20,000 Perfect Harmony Conference - 20,000 Museum Planning - 50,000 Website/Technology - 25,000 Please see the Exhibit A attachments for detailed information. Additional pages may be added to Exhibit "A") By: C Printed Name of Officer: Chris Lewis Title: Executive Director TlntP- 11/18/2020 ARTS PROGRAM GRANT EXHIBIT A A.i The GreatAmerican ML A Songbook Foundation Michael Frinrtein, Founder AT THE rCniER ECR THE PERRORMNC ARTS Introduction The Great American Songbook Foundation's Board of Directors and staff thank Mayor Brainard and the City of Carmel for the opportunity to request funds through the City's Arts Program grant. GASF is applying for financial support from the City of Carmel Arts Grant program for general operating support in the amount of $250,000. As a percentage of GASF's operating budget, this request respectfully remains in line with City funding for peer arts organizations housed at the Center for the Performing Arts. Building on several areas of organizational success that corresponded to the City's 2020 funding support, we are excited to submit a request detailing the Great American Songbook Foundation's GASF) programs and focus areas for 2021. Prominent among them are: 1) investing in organizational financial stability through individual donors, major gifts, and establishing and building an endowment fund; 2) continuing to deliver programs of the highest artistic quality while developing GASF's reach nationally through program and partnership opportunities; 3) continuing collections stewardship at industry best -practice levels while pursuing funding for preserving growing collections areas; and, 4) conducting a feasibility study to explore the community's capacity to support the construction of a stand-alone Museum in Carmel. Financial and Organizational Overview Financial Overview The Great American Songbook Foundation (GASF) is a 501(c)3 nonprofit organization dedicated to the preservation and promotion of the music of the Great American Songbook. Physically located at The Center for the Performing Arts in Carmel, Indiana, GASF is led by five full-time professional staff and governed by a 23-member Board of Directors that meets quarterly. GASF has an operating budget of $1.328 million in fiscal year 2021 that runs from July 1, 2020 through June 30, 2021. Worth noting is that 100% of the Board of Directors supports the organization through financial contributions. Leveraging the City of Carmel's $160,000 investment in 2020, GASF was able to secure 356,097 in grant funds from federal and state agencies as well as from private foundations. An additional $95,000 in grants have been submitted and are pending review. From an investment standpoint, the city's money was almost tripled in grant revenue alone. GASF continues to prove that it is a worthy steward of the City's financial investments and has a strong track record of obtaining funding beyond the City's Arts Program Grant. ARTS PROGRAM GRANT EXHIBIT A: Application Narrative The highly anticipated sale of the Asherwood estate is on track to be completed in May 2021. The GASF Board of Directors are currently exploring the best use of the proceeds. Funds from the sale of Asherwood are expected to establish the organization's first endowment and provide a base of support for a future capital campaign. (Please note: no financial support from the City of Carmel Arts Grant program has been or will be used for expenses related to the Asherwood Estate. The entirety of support from the Arts Grant program will be directed toward the core mission of GASF and its public programs.) Additionally, with a portion of the proceeds, GASF expects to begin museum feasibility planning. The hiring of Marissa Neilson as GASF's first fulltime Individual Giving Officer was a strategic investment in organizational financial stability. During Marissa's tenure, the number of donor solicitations has increased over prior years, and up until the onset of the Covid-19 pandemic, donor retention rates were approximately 20% higher than the national average. It is through a dedicated Development staff person like Marissa that the Songbook Foundation's development strategy can evolve and strengthen. Strategic Plan The Board and staff are updating GASF's 2020 Strategic Plan with the aid of Board member Don Gottwald, the former Chief Strategy Officer for KAR Global. The team will create a Bridge" Plan that addresses the current COVID crisis and how GASF will continue advance its mission over the next two years. The six objectives outlined in the 2020 plan will be revisited and revised/amended as necessary. GASF's goal is to have a plan approved by the board in time for the February Board meeting that begins the FY22 budget planning. Marketing and Communication In 2020, GASF retained the services of a public relations firm to increase the Foundation's exposure on a national level. The firm capitalized on GASF's expanded virtual programming to raise awareness for GASF core programs. As a result, viewership of GASF's virtual programs have increased significantly. Overall, the Songbook Academy events reached 46 times the number of people in 2019 which is over 134,000 viewers from across the United States, Canada, Brazil and the United Kingdom. This investment in a national public relations strategy raises not only the Foundation's profile, but also the City of Carmel's. GASF anticipates a positive correlation to individual giving through this extended reach. All marketing communication in 2020 was digital, increasing the reach and visibility of the organization in positive ways. Continuing in 2021 monthly emails deliver new content in the forms of spotlights, columns, and interviews changing focus every month to offer the reader variety. GASF's e-newsletter, The Standard, focuses on news related to the Songbook Foundation and the Songbook community. On alternating months GASF releases the Hit Kit e- series focused on providing music, entertainment and educational content for Songbook lovers. 2 1 The Great American Songbook Foundation ARTS PROGRAM GRANT EXHIBIT A: Application Narrative Interested people can also join forums such as Teaching Notes to share lesson plans and access creative ways to engage students through music. The Songbook website is a robust communication vehicle offering a wealth of virtual program resources. The website includes educational content such as the Perfect Harmony video series, free classes and mini lessons offered through the Songbook Academy program for high school singers, an educational blog series, all -ages Songbook playlists, and virtual archive tours. The four Hall of Fame video events reached more than 100,000 viewers in a week. GASF has found that by keeping the content fresh and varied, they are giving viewers reasons to continue to connect through these vehicles. Programming Overview Not even a pandemic can stop the Songbook." Sean Hodges, 2020 Songbook Academy Finalist Songbook Academy: The lessons learned from taking the Songbook Academy online in 2020 will color the direction of the Academy moving forward in 2021. While COVID continues to make concrete planning difficult, GASF is hopeful that the forty finalists will be able to participate in -person on the campus of the Center for the Performing Arts July 17-24, 2021. If 3 1 The Great American Songbook Foundation ARTS PROGRAM GRANT EXHIBIT A: Application Narrative COVID rates make that untenable, GASF is prepared to pivot to a virtual format. Given the many beneficial aspects of the virtual elements realized through 2020's Academy, GASF expects to use some virtual components for all Songbook Academies moving forward. Besides the amazing reach the virtual platform gives the program in terms of marketing, awareness -building and increasing the number of applicants, it also allows participants to meet with Mentors and begin preparing for the week-long intensive much earlier, providing a more robust educational experience for participants. GASF also plans to livestream a portion of the performances allowing family and friends to support finalists from wherever they might reside. Beyond that, the format for the week will remain consistent. Students who love the music of classic Broadway shows, jazz, and popular music have the life -changing opportunity to work with music industry pros, award -winning singers and performers, and educators from the top University music and theatre programs in the country, including Indiana University, Butler University, the University of Indianapolis and more. High school students from across the country are invited to apply. After evaluation, approximately forty students will be invited to attend the seven-day Songbook Academy. The pivot to a virtual model presented a challenge to the typical Academy competition model and rather than choosing a single Ambassador, GASF focused on celebrating and showcasing all graduates of the program. By elevating the alumni network, GASF will be able to build a stronger community for all participants and alumni, which in turn will provide opportunities for them, but also build a stronger base of support for the Songbook Academy. Additionally, in 2021 GASF will launch a quarterly electronic newsletter for both Songbook alumni and their parents. Containing resources, advice from professionals, and other information that young singers can turn to as they navigate auditions and careers, the newsletter will also serve as a continued educational reminder of their connection to the Songbook Academy. Perfect Harmony I'm enamored with this partnership." Melanie Perry, Director of Memory Care Support Services at American Senior Communities 4 1 The Great American Songbook Foundation ARTS PROGRAM GRANT EXHIBIT A: Application Narrative The growth of the Perfect Harmony program is a significant accomplishment for GASF especially in a period of increasing isolation for persons that are high -risk or seniors. Before the COVID-19 health crisis, GASF was in the process of developing a program expansion to include digital lesson plans and virtual resources that would reach more senior communities through the partnership with American Senior Communities. GASF fast -tracked this expansion and with first-time funding support from the Central Indiana Senior Fund, Perfect Harmony has transitioned to a more independent program facilitated by caregivers or Activity Directors at senior living communities. Each month the program team creates new packets, playlists, and additional music resources that are sent to the Activity Directors of GASF's partner organizations and the Alzheimer's Association Greater Indiana Chapter and available on GASF's website. GASF has already reached 300 seniors through the new virtual Perfect Harmony program. GASF's partnership with American Senior Communities (ASC), continues to be strong and the decentralized, online resources have been extremely well -received. Melanie Perry, Director of Memory Care Support Services actively shares the link to each new month of Perfect Harmony activities to all 63 of ASC's Indiana communities and encourages their usage. Perfect Harmony positively affects the quality of life for people living with dementia or early onset Alzheimer's and in the current climate that continues to isolate the most vulnerable, it is more important than ever to reach them. ASC has also invited GASF to speak at their quarterly meeting about the program. Given the population served by this program, it is unlikely that Perfect Harmony will reconvene in -person group activities on Campus in the near term. These resources are designed to be flexible enough that they can be used by caregivers, home health aides, or activity directors to continue accessing the benefits of the programs while keeping everyone safe according to their specific needs. GASF will continue to provide these robust monthly themed activities through 2021. The annual fall Perfect Harmony workshop will now be held in February 2021 and be a virtual experience for attendees. GASF is taking advantage of the benefits that come with virtual events such as working to secure national experts to contribute to the workshop content. GASF is fully embracing the opportunities that this format affords Perfect Harmony including growing program awareness and resources on a national level. The de -centralized format that Perfect Harmony transitioned to this year makes the program accessible on a much wider scale. 5 1 The Great American Songbook Foundation ARTS PROGRAM GRANT EXHIBIT A: Application Narrative The Songbook Exhibit Gallery The Songbook Exhibit Gallery: GASF's next proposed exhibition, "The Roaring `20s: Then and Now," will open in the fall of 2021 and be on display through fall of 2022. The exhibition uses the lens of popular music to explore the similarities and differences between the 1920s, marking the beginning of the Golden Age of the Great American Songbook, and the 2020s, marking the beginning of an era changed by the pandemic and other social and culture issues. America entered the 1920s having battled foreign enemies during World War I and the unseen enemy of the Spanish Flu epidemic. In the 1920s, the federal government passed laws giving women the right to vote, prohibited the production and sale of alcohol, and saw the rise of the organized Ku Klux Klan. This convergence of social and political issues occurred while new forms of mass media, such as radio, delivered to the nation information and entertainment at unprecedented rates. The music at the center of it all was a new art form, American Jazz, grounded in African American song traditions and made popular by the likes of Louis Armstrong and Bessie Smith. Considered a fad at the time, Jazz continued to influence music and culture and gave birth to the songs and styles that would later be known as The Great American Songbook. Today, a hundred years later, a global pandemic ushers in 2020, amid several social movements. Radio survives, yet new forms of technology allow us to tailor our news feeds and music to our personal tastes. Hip Hop, Rap, and Soul and current artists of color like Lizzo, Rhianna, Drake, and Jay Z, are driving popular culture and music. Just like Jazz influenced the Tin Pan Alley songs and Broadway musicals of the 1920s, popular music continues to shape other art forms i.e. Hamilton: The Musical) and reflects popular sentiments, perspectives, and views. The exhibit will explore questions such as: Will the 2020s roar like the 1920s? What can the evolution of music during the early Songbook Era teach us about how popular music will change over the next decade? What can we learn about music's role in influencing societal change? The exhibition will be in GASF's permanent gallery space and will feature sheet music, photos, lyrics, arrangements and instruments from GASF's collections that elucidate 1920s popular music. The gallery's interactive components will include samples of 1920s jazz as well as contemporary music. A traveling exhibit featuring the same information will be available for 6 1 The Great American Songbook Foundation ARTS PROGRAM GRANT EXHIBIT A: Application Narrative loan to schools, libraries and other civic institutions. GASF's Archivist is reaching out to other organizations (e.g., The Louis Armstrong House Museum) for possible loans of complementary artifacts.. Anticipating a continued need for online programming surrounding gallery exhibits in 2021 and moving forward, GASF staff have curated exhibits accessible from the GASF website that are virtual versions of current and past exhibitions. Current and past exhibits, Politics on Stage, Ella Sings the Songbook, The Andrews Sisters, and The Unsinkable Meredith Willson are currently available for public access. In 2021, GASF will add four additional exhibitions to the online catalogue: The Great Indiana Songbook, A Fine Romance: Jewish Songwriters, Gus Kahn: The Man Behind the Music, and A Change is Gonna Come: 1960s Broadway Musicals. These online exhibits allow GASF to reach beyond the gallery doors to educate a broader public on the American Songbook. Additionally, GASF will create and launch two mini -exhibits in 2021 that bring awareness to smaller collections in the Archives and their historical value in the era of the Great American Songbook. As access to the Archives is limited even in non-COVID times, virtual access to the collections allow them to reach a much wider audience. The mini exhibits will be launched on and available through the Songbook website. Songbook Collections Stewardship Only time will tell what is important in the long-term. But something can be discovered only if someone has collected and preserved it." Michael Feinstein The Songbook Foundation Special Collections and Archives includes more than 40,000 pieces of sheet music, 1,000+ arrangements including that written for Bob Hope, Sandler & Young, Dinah Washington, Bing Crosby and many more. Plus 3,000 books, 7,000 LPs, 1,000 DVDs and more than 6,000 CDs. Further, our Archives features the most comprehensive collection of Andrews Sisters items, the Meredith Willson papers (composer of The Music Man), Hy Zaret papers, Rudy Vallee Radio Show recordings, plus the papers of noted lyricist and composer Gus Kahn and Ray Charles. Most recently, GASF accessioned 150,000+ items from the historic Paramount 7 1 The Great American Songbook Foundation ARTS PROGRAM GRANT EXHIBIT A: Application Narrative Theatre in Oakland, CA. The collection documents the music and history of several prominent west coast radio stations from the 1920's to the 1950's. GASF's next strategic plan, will focus on building institutional capacity in collections management and care. With this focus, GASF has determined that hiring a full-time music librarian who can assist with processing and cataloging collections and creating well-grounded policies and procedures, is the next logical step for expanding the staff. GASF estimates that the entire Paramount Collection will take 10 to 15 years to process. It is 1,500 linear feet arranged by radio station in file folders and a few boxes. Containing published sheet music and arrangements, original manuscripts, and archival material the collection is not well documented. GASF has a collections inventory from the Paramount Theatre; however, it is not cataloged to a professional standard. Due to physical neglect, materials will need to be rehoused. Facing this daunting task, Archivist Lisa Lobdell worked with GASF's volunteer music librarian and organizational leadership to develop a two-year project that focuses on fully -processing high -priority sub - collections, while at the same time developing workflows and a comprehensive policies and procedures manual for processing this collection and others at GASF. At the end of the two-year project, GASF estimates that 1,900 cataloged records will be discoverable via GASF's website and WorldCat, and the priority sub -collections identified for high-level processing will have finding aids. This makes this rich resource immediately available to researchers, performers, and the public. It also allows GASF to have better intellectual and physical control of the sub - collections so that it can be accessed for GASF's own public programming and exhibitions. GASF has received funding for this project from the Institute of Museum and Library Services, and GASF will hire the fulltime music librarian and begin processing the collection in 2021. As donors entrust GASF with their collections, there are increased stewardship responsibilities for the proper care, storage, preservation, and display of the items. This stewardship is an investment in staff time and money and preserves the integrity of the archives. GASF continues to make progress in its work preserving and digitizing the Meredith Willson Collection with support from the Music Man Foundation and the Institute of Museum and Library Services. In 2021 GASF will begin the third and final phase of digitizing the Willson Collection. Additional funds are being sought from the Music Man Foundation, the GRAMMY Foundation and the Institute of Museum and Library Services to complete phase III. As part of the expanded multi -media offerings on the Songbook website, even the Archives provide content that allows additional access to the collections. The In the Archives with Michael Feinstein series are 10-20-minute video segments posted to GASF's YouTube channel. GASF has two episodes currently available and will continue to provide one new segment a month through 2021. Musicology Conference: GASF will once again host the international musicology conference StageStruck!" The conference will take place in May 2021.The last time GASF hosted this conference, 50 researchers from seven countries attended. GASF is already working with Visit 8 1 The Great American Songbook Foundation ARTS PROGRAM GRANT EXHIBIT A: Application Narrative Hamilton County and the Hotel Carmichael on plans for the Musicology Conference. The theme for the upcoming conference is: Reframing the Golden Age Musical: Methods, Sources, Performance. From the conference Abstract: "The conference will explore how the traditional histories of the American musical tend to revolve around the formation of a canon of Broadway shows written roughly between the 1940s and mid-1960s." Conclusion GASF is proud to be a part of Carmel's cultural fabric serving the greater Indianapolis - metropolitan area through its programming at the Center for the Performing Arts. As an organization, GASF realizes it has the enviable opportunity to connect on a community -wide level with participants while being able to bring regional and national participation and resources to our programming. GASF continues to be a strong, fiscally responsible organization that delivers unique programming of the highest artistic quality. The Great American Songbook Foundation appreciates the consideration of Mayor Brainard and the City of Carmel to continue their support of one of Carmel's cultural jewels. 9 1 The Great American Songbook Foundation Inc. 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S 5 5 535m 5 22. 5 UdMsa.M F`I NnO Yatl R¢o Mlwedan- s Expenses In -lend , lnI nd 5laYl[tl Ssm] SSfm SJAJMMnOT PA In S nd FOcllltltl 56.&a K. 76.00 131,5m1 16_M Tot M1.11.neaue Fapmeb 5 SSFm 5 5 ERn 5 5 5 s M. 5 elA]J 5 116M 1AM PYMN N.1w A. L.6(tl U. Trial Exnense f Mi.. 5 S641m f l;%0 5 51s,ux f na'. 5 uap00 S 4x{6m S In 5 y. 0.a% F/MNI 5 3". S W41x S SS.0.V 5 M. S In. S I.. S 1313.Sm Im1.]ul S 1mAm S nAm 5 IID.OmI S Pnpnl $ IiM?xl S 5 5 5 FY IDXI 5 a0 M 5500IID S I65btl 5 liXabl 5 111t1ID1 5 I]L LII t State of Indiana Office of the Secretary of State CERTIFICATE OF RESTATEMENT roll THE FEINSTEIN FOUNDATION FOR THE EDUCATION AND PRESERVATION OF THE GREAT AMERICAN SONGBOOK, INC. I, CONNIE LAWSON, Secretary of State of Indiana, hereby certify that Articles of Restatement of the above Non -Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991, . The name following said transaction will be: THE GREAT AMERICAN SONGBOOI{ FOUNDATION, INC. NOW, TI•IEREFORE, withthis document I certify that said transaction will become effective Thursday, November 13, 2014. In Witness Whereof, I have caused to be affixed my signature and the seal o f the State of Indiana, at the City of Indianapolis, November 13, 2014, CONNIE LAWSON, SECRETARY OF STATE 2007060100308 / 2014111480301 ARTS GRANT PROGRAM EXHIBITS C and D INTERNAL REVENUE SERVICE P. O. BOX 2508 CINCINNATI, OH 45201 Date:SE 2 6 20011 THE FEINSTEIN FOUNDATION FOR THE EDUCATION AND PRESERVATION OF THE C/O DORIS ANNE SADLER 12953 PUBLISHERS DR FISHERS, IN 46038 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 26-0620716 DLN: 17052227301047 ' Contact Person: GARY MUTHERT ID# 31518 Contact Telephone Number: 877) 829-5500 Accounting Period Ending: DECRMBER 31 Public Charity Status: 509(a)(2) Form 990 Required: YES Effective Date of Exemption: MAY 31, 2007 Contribution Deductibility: YES Advance Ruling Ending Date: DECEMBER 312011 Addendum Applies: No We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. Contributions to you are deductible under section 170 of the Code. You are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 50)(c)(3) of the Code axe further classified as either public charities or private foundations. During your advance ruling period, you will be treated as a public charity. Your advance ruling period , begins with the effective date of your exemption and ends with advance ruling. ending date shown in the heading of the letter. Shortly before the end of your advance ruling period, we will send you Form 8734, Support Schedule for Advance Ruling Period. You will have 90 days after the end of your advance ruling period to return the completed form. We will then notify you, in writing, about your public charity status. Please see enclosed Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities, for some helpful information about your responsibilities as as exempt organization. Letter 1045 (DO/CG) 2 THE FEINSTEIN FOUNDATION FOR TICE Enclosures: Publication 4221-PC Statute BKtension Sincerely, EE Robert Choi Director, Exempt Organizations Rulings and Agreements Letter 1045 (DO/CG) STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) AFFIDAVIT I, Chris Lewis of The Great American Songbook Foundation an authorized representative being first duly swom upon my oath, state that pursuant to paragraph 2 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 fiscal year 2020 totaled $ 1,801,601 Signature Printed Name fh Subscribed and sworn to before me, the undersigned Notary Public, this day of s 'Iem 6/ 2020. SEAL] VARTA'UCZANONIS'A hotar, Qub -- Si anncr r%rry - S;ate of ro-ara Commssiar `lumber 109195 Vy Commission Expires ar IS 2Nn Signature - Notary Public Printed Name hAQ j-4 „tW c2 .9 NOUS Resident of 14o. w F I +oi County, Indiana My Commission Expires_ l f 2o26 The Great American Songbook Foundation, Inc. Statement of Financial Position -Preliminary September 30, 2020 ASSETS Current Assets Checking/Savings Cash -Checking 473,996 Other Current Assets Accounts Receivable 1,464 ST Pledges Receivable, Net 505,103 Prepaid Expense 26,376 Utility Deposits 15,275 Total Current Assets 1,022,214 Fixed Assets Contributed Real & Personal Property 14,079,257 Furniture & Equipment 257,815 Leasehold Improvements 12,743 Collections 939,325 Accum Depreciation/Amortization 133,405) Total Fixed Assets 15,155,735 Other Assets LT Pledges Receivable, Net 205,861 Total Other Assets 205,861 TOTAL ASSETS $ 16,383,810 LIABILITIES & NET ASSETS Liabilities Current Liabilities Account Payable $ 30,261 Deferred Revenue- Sponsorships 15,000 Accrued Vacation 18,539 Due To CFPA 759,526 Notes Payable 800,000 Total Current Liabilities 1,623,326 TOTAL LIABILITIES 1,623,326 Net Assets Net Assets 14,824,484 Change in Net Assets (64,000) TOTAL NET ASSETS 14,760,484 TOTAL LIABILITIES & NET ASSETS $ 16,383,810 Arts Grant Exhibit E The Great American Songbook Foundation, Inc. Statement of Financial Position June 30,2019 ASSETS Current Assets Checking/Savings Cash- Checking Other Current Assets Pledges Receivable < 1 Year Allowance for Uncoil Pledges Prepaid Expense -Insurance Prepaid Expense Utility Deposits Total Current Assets Fixed Assets Contributed Real & Personal Property" Furniture & Equipment Leasehold Improvements Collections Accum Depreciation/Amortization Total Fixed Assets Other Assets Pledges Due>1 Year Total Other Assets LIABILITIES & NET ASSETS Liabilities Current Liabilities Account Payable Deferred Revenue - Sponsorships Accrued Expense - Other Accrued Payroll Accrued Vacation Accrued Interest Payable Due To CFPA Notes Payable Total Current Liabilities June 30, 2019 Core Programs Asherwood Total 324,760 $ 176,209 $ 500,969 75,733 75,733 2,000) 2,000) 821 29.809 $ 30,630 25,192 938 26,130 15,275 15,275 424,506 222,231 646,737 14.081,007 14,081,007 96,298 - 96,298 9,172 - 9,172 911,847 - 911,847 98,639) - (98,639) 918,678 14,081,007 14,999,685 2,500 - 2,500 2,500 - 2,500 TOTAL ASSETS $ 1,345,684 $ 14,303,238 $ 15,648,922 25,067 $ 18,954 $ 44,021 14,850 9,478 24,328 10,829 6,987 17,816 3,719 3.719 366,947 22,374 389,321 250,000 250,000 417,693 311,512 729,205 TOTAL LIABILITIES 417,693 311,512 729,205 Net Assets Net Assets 570,169 14,845,877 15,416,046 Change in Net Assets 357,822 (854,151) (496,329) TOTAL NET ASSETS 927,991 13,991,726 14,919,717 TOTAL LIABILITIES&NET ASSETS $ 1,345,684 $ 14,303,238 $ 15,648,922 The Great American Songbook Foundation, Inc. Statement of Activities (Core Programs) Year Ended June 30, 2019 vvMM=nor Restrictions Min Donor Restrictions YTD Total Revenue Contributed Revenue 606,430 118,871 $ 725,301 Sponsorship Revenue 32,500 32,500 Government Support 250,000 10,000 260,000 Grant Revenue 96,000 96,000 Special Events 116,000 116,000 Other Earned Revenue 42,294 42,294 Interest & Investment Income 1,596 1,596 Noncash Contributions 154,214 154,214 Net Assets Released from Restriction 12,500 12,500) Total Revenue 1,311,534 116,371 $ 1,427,905 Expense Salaries & Benefits Contract Services Office Expenses Meetings & Hospitality Travel/Conferences Facilities and Equipment Promotion & Development Performances & Production Depreciation & Amortization Noncash Expenses Total Expense Change in Net Assets 545,227 $ 545,227 125,023 125,023 51,788 51,788 34,010 34,010 56,453 56,453 49,222 49,222 40,888 40,888 43,580 43,580 4,010 4,010 119,882 119,882 1,070,083 $ 1,070,083 241,451 $ 116,371 $ 357,822 The Great American Songbook Foundation, Inc. Statement of Activities Year Ended June 30, 2019 WMI wonor Restrictions Min Donor Restrictions YTD Total Revenue Contributed Revenue 606,430 $ 118,871 $ 725,301 Sponsorship Revenue 32,500 32,500 Government Support 250,000 10,000 260,000 Grant Revenue 96,000 96,000 Special Events 116,000 116,000 Other Earned Revenue 42,294 42,294 Interest & Investment Income 1,596 1,596 Noncash Contributions 154,214 154,214 Net Assets Released from Restriction 12,500 12,500) Total Revenue 1,311,534 $ 116,371 $ 1,427,905 Expense Salaries & Benefits Contract Services Office Expenses Meetings & Hospitality Travel/Conferences Facilities and Equipment Promotion & Development Performances & Production Property Holding Costs-Asherwood Depreciation & Amortization Noncash Expenses Total Expense Change in Net Assets 545,227 $ 545,227 125,023 125,023 51,788 51,788 34,010 34,010 56,453 56,453 49,222 49,222 40,888 40,888 43,580 43,580 854,151 854,151 4,010 4,010 119,882 119,882 1,924,234 $ 1,924,234 612,700) $ 116,371 $ (496,329) Exhibit E PUBLIC DISCLOSURE COPY ** Return of Organization Exempt From Income Tax OMB No. 1545-0047 Form 990 Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) 2018 Department of the Treasury I Do not enter social security numbers on this form as it may be made public. Open to Public Internal Revenue Service Go to www.irs.gow`Form990 for instructions and the latest information. i Inspection A For the 2018 calendar year, or tax year beginning JUL 1 , 2 0 18 and ending JUN 30, 2019 B check If C Name of organization D Employer Identification number applicable' THE GREAT AMERICAN SONGBOOK FOUNDATION, drDoha INC. Name Doing business as Qretun Number and street (or P.O. box if mail is not delivered to street address) turn/ ONE CENTER GREEN d City or town, state or province, country, and ZIP or foreign postal code OAmended CARMEL, IN 46032return Ddoalloa- F Name and address of principal of icer:JEFFREY MCDERMOT pending nw.... wn n anne.m Room/suite I E Telephone number 44 H(a) Is this a group return for subordinates? ,,. E::] Yes ® No H(b) Ars all subordinates included?DYes =No If "No," attach a list. (see instructions) y 1 Briefly describe the organization's mission or most significant activities: TO INSPIRE AND EDUCATE BY c CELEBRATING THE GREAT AMERICAN SONGBOOK. AE 2 Check this box if the organization discontinued its operations or disposed of more than 25% of its net assets. e c 3 Number of voting members of the governing body (Part VI, line 1a)............................................................ 3 21 w 4 Number of independent voting members of the governing body Part VI, line 1 bP999Y( ).... ......... 4 21 5 0is5Totalnumberofindividualsemployedincalendaryear2018 (Part V, line 2a)................................................ 6 286Totalnumberofvolunteers (estimate if necessary) ...................... 7 a Total unrelated business revenue from Part VIII, column (C), line 12............................................................ 7a 0. 7b 0. b Net unrelated business taxable Income from Form 990-T, line 38 ........ ......... ...... ......... Prior Year Current Year d 8 Contributions and grants (Part VIII, line t h)............................................................... 16 , 7 , 1 , 4 8 4 , 2 3 2 . cc 9 Program service revenue (Part VIII, line 2g) ..., 7 , 4 0 , 4 9 8 . 1.. 10 Investment Income (Part VIII, column (A), lines 3, 4, and 7d) ,,,, 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) ....................... 5 , 1 11 , 3 2 8 . 3 2 , 71 1, 6 2 7 —,6 6 3 . 12 Total revenue - add lines 8 throw h 11 must equal Part VIII, column (A), line 12 . 13 Grants and similar amounts paid (Part IX, column (A), lines 1-3) ................................. 0 . 0 . 14 Benefits paid to or for members (Part IX, column (A), line 4)....................................... 0. 0. 689,173. 1,016,191. d 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) 1........ 0. 0. c 16a Professional fundraising fees (Part IX, column (A), line 11 e)......................................... b Total fundralsing expenses (Part IX, column (D), line 25) 2 69 7 0 4 . 7 , 1 , 107,802. W 17 Other expenses (Part IX, column (A), lines 11 a-11 d, 11f-24e)....................................... 1 , 2 , 55 . 2 , 12 3,993. 18 Total expenses. Add lines 13.17 (must equal Part IX, column (A), line 25) ,,, 14,918,162. 4 9 6 , 3 3 0 . 19 Revenue less expenses. Subtract line 18 from line 12................................................ og Beginning of Current Year End of Year 20 Total assets (Part X, line 16) 21 Total liabilities (Part X, line 26)................................................................................. 7 2 9 , 2 0 5 . I 15 , 4 1 b , U 4 14, V 19 , 717 . 22 Net assets or fund balances. Subtract line 21 from line 20.......................................... Part 11 1 Signature Block Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) Is based on all information of which preparer has any knowledge. Sign Here Signature of officer JEFFREY MCDERMOTT, PRESIDENT/CEO lune ype or print nameana the Paid Print/rype preparer's name CASSE TATE Preparer's signature PASSE TATE a a 05/14/20seltemloxl Check IN 01271193 Preparer Firm'sname b. KSM BUSINESS SERVICES, INC. Firrn'sEIN 35— 12320 Use Only Firm'saddresso. P.O. BOX 40857 INDIANAPOLIS, IN 46240-0857 Phoneno.(317) 580-2000 May the IRS discuss this return with the preparer shown above? (see instructions)............................................................... LXJ Yes No 832001 12-31-18 LHA For Paperwork Reduction Act Notice, see the separate Instructions. Form 990 (2018) Arts Grant - Exhibit F The GreatAmerican Songbook Foundation Michael Feinstein, Founder AT THE CENTER FOR THE PERFORMING AR15 2020-2021 Board of Directors Roger Schmelzer — Chair Spouse, Lucinda Phillips President and CEO National Conference of Insurance Guaranty Funds 300 North Meridian Street, Suite 1020 Indianapolis, IN 46280 317-875-5250 (office) 317-464-8155 (cell) rogerschmelzer@yahoo.com Karen Kelsey — Vice Chair Spouse, Douglas Kelsey Retired — Executive Director Great American Songbook Foundation 4906 Willow Ridge Court Zionsville, IN 46077 317-345-7458 (cell) karenikelsey@yahoo.com Carolyn E. Anker— Immediate Past Chair Spouse, Terry Anker Director, Center for Contracts, Lilly Legal Eli Lilly and Company Lilly Corporate Center Indianapolis, IN 46285 317-590-7100 (cell) carolyn@theankerfamily.com Rollin Dick - Treasurer Spouse, Cheri Dick Retired - Consultant 4 Woodard Place Zionsville, IN 46077 317-873-2311 (home) rollie.dick@sterlinizlifeco.com William Hammer - Secretary Spouse, Barbara Hammer President Carmel Redevelopment Commission 580 Veterans Way, Suite 100 Carmel, IN 46032 317-843-9722 (home) 317-590-6751 (office) whammer@mvmetronet.net Melissa Stapleton Barnes Spouse, J. Bradon Barnes Chief Ethics & Compliance Officer and Senior Vice President, Enterprise Risk Management Eli Lilly and Company Lilly Corporate Center Indianapolis, IN 46285 317-276-2923 (office) msbarnes@liIly.com The GreatAmerican Songbook Foundation Michael Feinstein, Founder FORMING ARIS Libby Brown Marc Cherry Spouse, Randal Brown Creator and Showrunner Philanthropist c/o Gursey, Schneider & Co. LLP 12210 Woods Bay Place 1888 Century Park E #900 Carmel, IN 46033 Los Angeles, CA 90067 317-580-0572 (home) 818-535-7429 (cell) 317-372-2295 (cell) sanchezbixler@gmail.com spottio@aol.com Karen Ellerbrook Spouse, Niel Ellerbrook Peggy Ford Philanthropist Retired —Healthcare Executive I N. Illinois St. #2001 8062 Clymer Ln Indianapolis, IN 46204 Indianapolis, IN 46250 812-455-5529 (cell) Peggyf930@comcast.net KarenE[Ierbrook@.amail.com 317-841-0961(home) 317-695-8787 (cell) Pepvg f930@comcast.net Terrence Flannery Founder The Great American Songbook Foundation MAILING ADDRESS 1920 Hillhurst Avenue # l33 Los Angeles, CA 90027 Gary Carnow Spouse, Barry Soroka Author and Educator 5250 Los Bonitos Way Los Angeles, CA 90027 213- 392-2358 (cell) ecarnow& mail.com Don Gottwald Spouse, Pam Gottwald 13391 Abercorn Street Carmel, IN 46032 317- 679-6584 (cell) don. og ttwald@ame.com ne GreatAmerican Songbook Foundation Michael Feinstein, Founder AT THE CENTEk FCR THE PERFORMING A.R15 Stan Hurt Paul Lowden Spouse, Sandy Hurt Spouse, Sue Lowden Retired — Chairman of the Board of Indiana Chairman and CEO Supply Corp. Archon Corporation 1967 Chelmsford Street 9004 Greensboro Lane Carmel, IN 46032 Las Vegas, NV 89134 317-569-8840 (home) 702-429-6737 (cell) stanhurtl&lzmail.com plowden0l@g-mail.com Kate Edelman Johnson Producer Maria Ferrer Murdock 9847 Whitwell Drive Founder, M.P. Ferrer Designs Beverly Hills, CA 90210 1187 Coast Village Road #812 310435-8171 (cell) Montecito, CA 93108 310-205-0054(office) 805-448-7790 keintl@aol.com ferrer1019@izmail.com Izabela Ozdemir Riki Kane Larimer Spouse, Ersal Ozdemir Producer President, OVAS Design 400 East 51st Street Keystone Construction Penthouse 32 47 South Pennsylvania Street, loth FI New York, NY 10022 Indianapolis, IN 46204 212) 223-2224(home) 317-809-2919 917) 403-4460 (cell) izabelaozdemirgizmail.com riki@rklmusicals.com The GreatAmerican ww Songbook Foundation Michael Feinstein, Founder Troy Payner, M.D. Spouse, Cara Peggs Neurosurgeon and Partner Goodman Campbell Brain and Spine 8333 Naab Road, Suite 250. Indianapolis, IN 46260 317-340-1725 (cell) tpayner@aoodmancampbell.com Charles Simons, D.D.S., M.S.D. Spouse, Alice Simons Retired - Orthodontic Specialist 5510 Four Mile Drive Kokomo, IN 46901 765-431-4829 (cell) dr@simonscentral.com Michael Strunsky Spouse, Jean Strunsky Trustee Gershwin Trusts 101 Natoma Street San Francisco, CA 94105 415-538-1900 (office) 45-264-1054 (cell) mikesgizershwin.com of THE CEWER 'pR 1i1E PERFORMING Aklp Lynn Weidner Spouse, William P. Weidner (Bill) 9711 Orient Express Ct. Las Vegas, NV 89145 702- 274-6718 (cell) lhweidner@izmail. com NON - VOTING MEMBERS: Jeffrey McDermott President/ CEO The Center for the Performing Arts/ The Great American Songbook Foundation Carmel, IN Christopher Lewis Executive Director The Great American Songbook Foundation Carmel, IN Michael Feinstein (Member Emeritus) Founder The Great American Songbook Foundation Los Angeles, CA Irwin Helford (Member Emeritus) Retired - Chairman Viking Office Products Las Vegas, NV Ronald G. Shaw (Member Emeritus) Retired - President and CEO Pilot Pen Corp. of America Palm Beach Gardens, FL ARTS PROGRAM GRANT EXHIBIT G: FY2020 Year-end Report The GreatAmerican Songbook Foundation Michael Feinstein, Founder AT THE CENTER FC,-R THF RERFGRMING ARTS The Great American Songbook Foundation (GASF) thanks the City of Carmel and Mayor Brainard for investing $160,000 in funding for programs and activities that add to the quality of life in Carmel through the arts. Although 2020 was a challenge to programming due to COVID restrictions, GASF still served more than 77,000 during FY20, including 70,000 through its traveling exhibits. Beginning in March 2020 as a result of the pandemic, GASF continued to serve central Indiana and beyond by providing high -quality educational experiences, performances, and activities through virtual programs —increasing viewership across all programs. Grant funds were used to support both the in -person and virtual iterations of Perfect Harmony, Songbook Academy, Songbook Hall of Fame Induction Ceremony as well as continued work in the Songbook Archives. GASF is proud to represent Carmel on a national level, representing the City's commitment to the arts and culture and the only museum and archive in the world dedicated to the preservation and promotion of the music of the great American Songbook. Financial and Organizational Overview Financial Status GASF had to temporarily cease public programming in mid -March when the Center for the Performing Arts (CPA) closed its campus due to COVID restrictions. Through the end of GASF's FY20, it had to cancel 38 events or programs, lost more than $78,000 in revenue, and lost about 101,250 in attendance at its on -site and off -site traveling exhibits. In light of the ongoing pandemic, CPA's campus will continue functioning with smaller -scale in -person performances and events while leaning more heavily on virtual programming through the rest of 2020, and possibly into 2021. Notwithstanding the challenges, GASF streamlined expenses in the last quarter of the FYI 9-20 (ended June 30) and finished the fiscal year in a solid financial position. GASF revised the FY20-21 budget to reflect the pandemic's ongoing economic uncertainties by making conservative projections and decreasing expenses. With the CPA campus functioning in a reduced -capacity status, GASF is not currently generating any earned revenue from its programs. Its largest, fee -for -service national event, The Songbook Academy, occurred in a virtual format in July 2020. While the virtual event was successful (as described later in Exhibit G), GASF garnered less earned income and sponsorships for the event than in the prior year. During its upcoming 2020-21 fiscal year, GASF is projecting a $ l 12,050 loss of earned income due to not having in -person programming in 2020. COVID-19 is likely to affect GASF's fundraising in FY2020-21, as 75% of its budget is from contributed income, sponsorships, grants, and government grants from the City of Carmel, Indiana Arts Commission, and a few federal agencies. Moreover, the City of Carmel's annual grant decreased by about 30% in 2020. While fundraising remained strong through the end of GASF's FY19-20 (ended June 30), GASF staff are cognizant of the fundraising challenges ahead throughout FY20-21 as in - person programming is not likely to resume until mid-2021 and pandemic -related economic 11 The Great American Songbook Foundation ARTS PROGRAM GRANT EXHIBIT G: FY2020 Year-end Report pressures decrease donors' expendable income. Fortunately, GASF was able to take advantage of federal assistance programs through the CARES act. Although GASF did not directly receive a PPP loan, as an operating partner of CPA, GASF's staff are technically CPA employees and GASF staff will be partially supported by CPA's PPP loan. Additional funding through the NEA CARES act is supporting a portion (about 85%) of the Director of Program's salary and benefits. While the 2020 Calendar year has been a challenge for all arts organizations, GASF has been fortunate to have made connections with local and regional funders in 2019 which is helping the organization maintain a stable revenue stream from grants. As many funders pivot their funding priorities in response to the pandemic, it is critical to GASF's financial stability to continue these established relationships. Governance GASF elected three new members to the Board of Directors: Karen Ellerbrook, Peggy Ford and Riki Kane Larimer. Each brings a wealth of experience to GASF. Karen has been on several arts boards over the years including that of the Indiana Arts Commission. She is a vocalist, former educator and has experience with fundraising for capital campaigns. Peggy is a longtime GASF donor and CPA subscriber and a former healthcare executive in the areas of programs and operations. She brings healthcare expertise for the Perfect Harmony program and is active around Indianapolis in professional organizations and philanthropy. Riki, based in New York City, is a major GASF donor, a successful entrepreneur and theater producer. She brings a strong connection to the Broadway theatre community as well as to a national network of philanthropists. New officers were also elected with Roger Schmelzer becoming the new Board Chair, Karen Kelsey, Vice Chair, William Hammer, Secretary and Rollin Dick will continue as Treasurer. Additionally, Mrs. Bren Simon's Asherwood Estate gift to GASF continues through the sales process, guided by a board -led oversight committee. The sale of this significant asset is anticipated to occur in two stages, the first completed by the end of 2020, and the second in May 2021. Assets are expected to be utilized conservatively to create a measure of financial stability for GASF, possibly in the form of an endowment. Organizational Structure At the end of 2019 GASF restructured the organization's program administration area to better align with GASF's mission while allowing for more efficient program management. Renee La Schiazza was promoted to Director of Programs and Chelsea Reynowsky was hired as Program Coordinator. In December GASF hired Marissa Nielsen as the Individual Giving Officer --a new position for the organization. Marissa works with Kendra Latta and the full CPA/GASF Development team and her position is focused on fundraising for the Songbook Foundation. Marissa is a graduate of the Lilly Family School of Philanthropy with a Master of Arts in Philanthropic Studies. She previously worked for the Central Indiana Community Foundation and the Christel DeHaan Family Foundation. Programs Overview While GASF's four core programs may have looked different in 2020, they continued to serve increased numbers of local and national audiences while maintaining the high artistic quality set by the organization's founder Michael Feinstein. 2 1 The Great American Songbook Foundation Son; ARTS PROGRAM GRANT EXHIBIT G: FY2020 Year-end Report nce Songbook Academy: This year marked the I Ith anniversary of the Songbook Academy summer music intensive for young singers with an interest in the American Songbook. Culminating July 12-18, the top 40 finalists represented 16 states and included 12 Indiana students. During the week-long programming, Songbook finalists attended workshops and master classes with world - class mentors, including Broadway veterans, GRAMMY winners, Emmy winners, and educators from the country's top college arts programs. In 2019, GASF scheduled three Songbook Academy events that were open to the public, which included the public master classes the Songbook Showcases and the Final Show at the Palladium. GASF spent the spring of 2020 pivoting all of its programs to a virtual format. The reach of the virtual Academy programs was beyond expectations and has changed the way GASF is thinking about reaching future new audiences. The public master classes were offered virtually in 2020 and the increase in viewership is staggering. They were accessed by over 34,000 viewers an increase from 455 attendees in -person in 2019). The Songbook Showcases reached a combined total of 101,600 viewers virtually (compared with 1,186 attendees in 2019). Overall, the Songbook Academy reached over 134,000 people in 2020 a staggering number compared to 2,900 in 2019. Moving forward the Academy will continue to have a virtual component allowing GASF to build awareness and audiences nationally. Earned income from the Songbook Academy was lower, as the participant fee for the virtual program was nearly half that of the in -person experience, and a major sponsor shifted its focus elsewhere. Staff worked tirelessly to create a robust virtual experience that had the same high artistic and educational standards as the in -person Academy. Feedback from Academy participants reported having an overwhelmingly positive virtual experience, and while an in -person experience is still preferred, participants would not hesitate to participate virtually again in 2021. Program enhancements to the virtual Songbook Academy included several one-on-one interactions with mentors. Each student was able to meet virtually with their Music Director and Vocal Coach one month prior to the Songbook Academy to select their song with their mentors and work together to create their arrangement. Each team of eight students had the opportunity to have an intimate social hour with founder Michael Feinstein in which he was able to personally get to know students and provide life and career guidance. Additionally, each student received written, virtual 3 1 The Great American Songbook Foundation ARTS PROGRAM GRANT EXHIBIT G: FY2020 Year-end Report or video feedback from at least one of the celebrity mentors. Given the positive feedback from participants, these efforts to personalize the virtual experience were well -received and deemed successful. Julia Cooper competing on the most recent episode of The Voice. GASF is also proud to have another Songbook Academy alum who has made it onto the national stage of NBC's The Voice. Julia Cooper (2016 alum) is currently competing on Season 19 under the mentorship of coach John Legend. Recognized on the show for her "professional level musicality and technique," Julia is a wonderful ambassador for the artistic and educational power of the Songbook Academy program. Julia has remained an active participant in the Songbook Academy alumni network with Michael Feinstein inviting her to perform with him. Perfect Harmony workshop participants Perfect Harmony: The Perfect Harmony program is one of GASF's runaway success stories. Its growth and success are directly attributed to listening to and meeting the needs of the community. Perfect Harmony began in collaboration with and earning the endorsement of the Greater Indiana Chapter of the Alzheimer's Association. GASF consults with a board -certified music therapist to ensure the program aligns with best practices and current research. During FY2019, Perfect Harmony grew to serve 750 adults living with dementia and their caregivers, 4 1 The Great American Songbook Foundation ARTS PROGRAM GRANT I YHIBIT G: FY2020 Year-end Report which was a 300% increase since its inception. The program has reached capacity in its in - person, non -virtual form, with a waitlist and consistent public inquiry regarding the program. American Senior Communities joined GASF as a Perfect Harmony partner at the end of 2019 and together with GASF have been working towards piloting a program expansion through their diverse portfolio of senior living communities across the state. This partnership continues to evolve as the pandemic shifts the way that senior living communities are able to provide programming. GASF is eager to work with American Senior Communities' memory care experts to reach a broader community. The partnership will allow for a more accessible program available to the Perfect Harmony target audience regardless of proximity to the Foundation itself. GASF is excited to continue to grow this program. Prior to closing to the public in March 2020 GASF served 500 in -person through Perfect Harmony. Before the COVID-19 health crisis, GASF was in the process of developing an expansion of this program to include digital lesson plans and virtual resources to reach more senior communities through the partnership with American Senior Communities. With first-time funding support from the Central Indiana Senior Fund, Perfect Harmony has transitioned to a more independent program facilitated by caregivers or Activity Directors at senior living communities. GASF fast - tracked this expansion and in October 2020, in consultation with board -certified music therapist Allegra Hein (MT -BC), GASF began providing monthly themed Perfect Harmony activities for caregivers or activity directors to use at home or in their assisted living facility. Provided free of cost, new activities are provided on GASF's website for each week in the month and have reached approximately 300 users to date. GASF provides Video Resources (recorded renditions of the month's songs by staff and volunteers), Activity Resources (activity outlines, visual prompts and lyric sheets), and Additional Resources (tip sheets with information about the power of music, effective communication tips, generational music and more topics). Users are encouraged to follow GASF's Spotify account which offers helpful playlists with timeless songs that may resonate with adults living with dementia. Of Thee I Sing: Politics on Stage" Songbook Gallery Exhibitions: The current exhibition that opened in late 2019, "Of Thee I Sing: Politics on Stage," will be on display through summer 2021 (extended due to COVID-19). 5 1 The Great American Songbook Foundation ARTS PROGRAM GRANT EXHIBIT G: FY2020 Year-end Report The interactive historical exhibit explores the intersection of politics, patriotism and entertainment in the world of musical theater and features objects and music from the collection. This exhibit was on pace to have GASF's highest attendance numbers, and requests for the traveling version had significantly increased from previous exhibits. In addition, GASF offers traveling exhibitions on past subjects free of charge for "The Andrews Sisters: Queens of the Jukebox", "Ella Sings the Songbook", "The Unsinkable Meredith Willson" as well as the current exhibit. Requests for the traveling exhibits come from libraries, schools and community organizations throughout Central Indiana and have come from as far away as Wisconsin and Virginia. Due to COVID-19, however, thirteen traveling exhibit requests have been cancelled affecting an estimated 100,000 potential viewers. Songbook Hall of Fame: In September GASF was proud to induct Meredith Willson into GASF's Songbook Hall of Fame in a week-long virtual induction ceremony. Virtual programs celebrating Willson's musical contributions included: "The Meredith Willson Songbook Hall of Fame Induction," "In the Archives with Michael Feinstein: The Meredith Willson Papers," Musicologist Dominic McHugh on Meredith Willson," and a "Meredith Willson Tribute — with Songbook Academy's Jack Ducat." These programs reached a combined 160,000 viewers across Facebook and YouTube platforms, an enormous reach for a virtual celebration. Songbook Collections Stewardship: At the heart of every museum and archive is its collection. In the short 12 years since it was founded, acquisitions and donations to the Archives and Library have seen tremendous growth with no signs of abating any time soon. GASF applied for and received an Institute of Museum and Library Services (IMLS) Inspire! Grant for Small Museums. In November 2019, GASF accessioned 150,000+ items from the historic Paramount Theatre in Oakland, CA. The collection documents the music and history of several prominent west coast radio stations from the 1920s to 1950s. This two-year project enables GASF to hire a music librarian to process and catalog a portion of the Paramount Theatre Collection to 1) serve as a pilot project for processing the entire collection, 2) build GASF's capacity in collections management, and 3) deepen user engagement with the collection. Progress continues on the massive Meredith Willson digitization project and GASF will have completed Phase II of the project by the time of this grant's submission. Phase II encompassed the digital preservation, proper storage, and accessibility of the remaining audiovisual components in the Meredith Willson collection. This project represents processing 30% of the 6 1 The Great American Songbook Foundation ARTS PROGRAM GRANT EXHIBIT G: FY2020 Year-end Report entire collection including the following: DAT and reel to reel tapes, 2" quad video film, 1 dictabelt, and approximately 3,700 slides. Work has also continued on the digitization of 226 transcription discs from the Meredith Willson collection that was supported by the National Endowment for the Arts. The discs were transferred to Sony/Memnon at Indiana University in September 2019 for metadata creation and digitization. GASF has received an audio sample for quality control testing and is currently awaiting a timeline from the vendor for the return of the transcription discs. The audio files will be housed through Indiana University's streaming platform, Media Collections Online, and will be made available to the public by contacting the Songbook Foundation. As Memnon utilizes students in their processing, we have anticipated a longer 18-month timeline for this project. Conclusion The Great American Songbook Foundation is ending 2020 with many financial and organizational successes, which build upon the City's vital support of one of its anchor cultural institutions. Mayor Brainard's vision for the arts in Carmel has transformed the city and allowed organizations like GASF to serve the community and have a national presence. The Board and staff of GASF recognize the importance of the City's support from Mayor Brainard and the City of Carmel and look forward to another year of organizational success with the City's support. 7 1 The Great American Songbook Foundation RESOLUTION NO. BPW 02-03-21-15 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrantGregory Hancock Dance Theatre.docx1/27/202110:19AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and Gregory Hancock Dance Theatre (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: That on behalf of Grantee, a not -for -profit corporation, I, Denise Salamie an authorized representative of Grantee, have applied for a City of Carmel Gtaittor"} Arts Grant, said application attached hereto and made a pan hereof as Exhibit "A." 2. Grant Agreement. The City, after review and recommendation by the Mayor, agrees to grant $ 80,000.00 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 3. Design and Implementation of Proiect. The Grantee agrees to use any and all grant4. 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, unaudited Balance Sheet and Income Statement, 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 8 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who 2 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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. 3 14. 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 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. I5. 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. 16. Entire Agreement. This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Grantee and City with rest .t to the subject matter hereof, and Supersedes all prior oral or mitten 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: Gregory Hancock Dance Theatre W7 of Officer: Denise Salamie Date. 11/12/2020 ATTEST: J 1 Title: Treasurer CITY OF CARMEL("Grantor") By: 113 James Brainard,, Mayor Date: 1-13-2021 Date: 1-13-2021 If you have any question concerning the City ofCarmel's 2021 Arts Grant Program, grant writing, guidelines or application materials, contact: Sharon Kibbe. City of Cannel. One Civic Square. Carmel, IN 46032. Phone: 317-571-2483, sAihhcCagamuLin. ov. M Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Gregory Hancock Dance Theatre Address: 329 Gradle Drive Carmel IN 46032 Telephone: 317-844-2660 Contact Person: Denise Salamie, Treasurer, GHDT Board of Directors Email: dsalamiena.¢mail.com APPLICATION AMOUNT: $100,000 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: PLEASE REFER TO EXHIBIT A ATTACHMENT Additional pages may be added to Exhibit "A")P By: r ) PrintedNanie of Officer: Denise Salamie Title: Treasurer, GHDT Board of Directors Date: November 19, 2020 EXHIBIT A DESCRIPTION OF PROPOSED USE OF FUNDS GHDT is requesting funds to help underwrite expenses for 2021 at The Tarkington at the Center for the Performing Arts. The expense of producing professional dance concerts is high, with competitive artistic and technical salaries being the number one expense. Paid artists are a priority for the company. GHDT's artists are compensated for 38-45 weeks of work per season. Funding from the City of Carmel Arts Grants is used to partially cover operational expenses. These expenses include artists' salaries, tech/contract labor, studio rental, theatre rental, marketing, advertising, costumes, insurance, accounting fees, and daily operating expenses. GHDT is requesting an increase in funding to pay competitive artistic salaries and to hire 2 additional male dancers. The need to enhance the salaries of artists and add paid staff members is necessary to strengthen and grow the organization. This remains a high priority for GHDT. Listed below is the proposed use of the grant funding: PROPOSED USE OF FUNDS FOR 2021 CITY OF CARMEL ARTS GRANT EXPENSES AMOUNT PERCENTAGE Artistic Salaries/taxes 53,528 53.53% Tech/contractlabor 7 697 7.70% Studio/rehearsals ace rent 8,659 8.66% Marketing 7,289 7.29% Costumes 2, 915 2.92% Accounting fees 1,458 1.46% Production expenses 14,694 14.69% Daily operating expenses 3,761 2.76% TOTAL 100,000 100% GHDT will celebrate 2021 with all new stories and original choreography, created by Executive Artistic Director Gregory Hancock. These performances will reflect the current changes in the world around us and will be told through edgy and uplifting theatrical dance and moving music created in the boundaries of the pandemic and performed by expressive and powerful GHDT artists. GHDT will be a beacon of hope and a guiding light for a world that is currently experiencing isolation, uncertainty, and adaptation. The arts always find a way to survive, evolve and flourish" says Mr. Hancock. "I have found new ways to tell stories and move forward to create art in the present environment. I entered this time of uncertainty with an open mind, because as a story -teller, I am inspired by the world around me and my visions and experiences. The arts are a powerful tool that foster human connection and awaken human emotion. I look forward to sharing these theatrical experiences with audiences" he adds. GHDT's 2021 season included four new concerts, which will be performed at The Tarkington at the Center for Performing Arts. DANCES FOR ANEW WORLD, Part Two —January 14, 15, and 16, 2021 DANCES FOR ANEW WORLD, Part Three —April 1, 2, 3, 2021 THERE'S NO PLACE LIKE HOME —June 4, 5, and 6, 2021 FALL CONCERT— October 29 and 30, 2021 GHDT is honored and grateful to receive financial support from the City of Carmel. We greatly appreciate the opportunity to be considered for an increase in funding for 2021, to provide competitive salaries and hire 2 additional male dancers. Ongoing, strong support from the City of Carmel is vital for GHDT to continue to offer ground -breaking performances and world premiere works to Central Indiana audiences. GHDT supports Mayor Brainard's mission of cultural diversity by creating and performing artistic works from a variety of cultures, collaborating with local ethnic organization, and maintaining professional networks with a variety of individuals and groups throughout the world. We are proud to call Carmel our home and we desire to continue to become more deeply visible as one of Carmel's greatest assets in our ever -evolving and thriving community. BUDGET FOR THE CALENDAR YEAR Gregory Hancock Dance Theatre 2021 Board Reviewed Budget INCOME 2021 Board Reviewed Budget EXPENSES 1/1/2021 - 12/31/2021 INCOME Admission (7 Concerts) 69,800 An el Society(Private- Individual) 40,000 An el Society(Corporate) 7,DD0 Foundation Grants 91,000 Christel DeHaan Family Foundation 45,000 Zaniker Foundation 1,000 Noyes Foundation 5,000 New Grants - Clowes 40,000 Government Grants 109,000 City Of Carmel 100,000 IAC 9,000 Fund Raisers 3,000 Program Playbill Advertising 3,000 Sponsorships 15,0Do Audition Fee 200 Production Fee - Nutcracker 5,000 Interest - Bank 1 TOTAL INCOME 343,001 IN -KIND DONATIONS 75,000 TOTAL INCOME w IN -KIND 418,001 EXPENSES Artistic Salaries (Director, Rehearsal Coach and 8 dancers) 164,600 Payroll Taxes and unemployment taxes 19,000 Contract Labor 26,400 Guest Artists 2,000 Tech/Directors and designers 23,000 Business Development Manager 1,000 Musician 400 Costumes/Props 10,000 Education/Professlonal Dev 500 Production Costs 50,400 Filming 3,500 Stage Supplies/Equipment 4,900 Settlement and Ticketing Fees 32,000 Theatre Rent 30,000 Marketing and Promotion 25,000 Advertising 8,500 Design, Printing, Mailing 14,000 Program Design 1,200 Fund Raising 1,000 Booth/Festival Fee 300 Operational Expenses 2,300 Website/Internet 1,300 Repairs/Improvements 1,000 Rent 29,700 General/AdministrathreExpense 14,900 Accountant Fees 5,000 Bank/Credit Card Fees 200 Insurance General Liability 2,800 Insurance Worker's Comp 4,000 Meals and Entertainment 1,000 Office and Facility Supplies 700 Postage 1,200 Mist 200 TOTAL EXPENSES 343,000 IN -KIND DONATIONS 75,000 TOTAL EXPENSES WIN -KIND 418,000 Budget for 2021 Calendar Year COPIES OF INCORPORATION SS-0O2 Rev. 2-80 State Form 39721 STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE To Whom These Presents Come, Greeting: CERTIFICATE OF INCORPORATION INDIANAPOLIS DANCE COMPANY INC EVAN BAYH 1, XJL) X, Secretary of State of Indiana, hereby certify that Articles of Incorporation of the above not- for-profitcorporation, in the form prescribes) 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 Nat -For -Profit Corporation Act of 1971. NOW, THEREFORE, I hereby issue to such Corporation this Certificate of Incorporation, and further certify that its corporate existence has begun. In Witness Whereof I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this EVAN BA 0 26TH day of Of, 19 $7 Deputy STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE ARTICLES OF AMENDMENT To Whom These Presents Come, GreetinS: 2EREAS, there has been presented to me at this office, Articles of Amendment for: INDIANAPOLIS DANCE COMPANY, INC. and said Articles of Amendment have been prepared and signed in accordance with the provisions of the laws of Indiana, as amended. The name of the corporation is amended as follows: GREGORY HANCOCK DANCE THEATRE, INC. (GHDT) NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that I have this day filed said articles in this office. The effective date of these Articles of Amendment is March 21, 1997.. yik In Witness 11hereof, I have hereunto set m Uar hand and affixed the seal of the State of a Indiana, at the City of Indianapolis, this r! e Twenty—first day of March, 1997. I(` SUE ANNE GILROY, SecretarM&Ef State M Beauty EXHIBIT D IRS DETERMINATON LETTER Internal Revenue Service District Director Date: November 23, 1999 Indianapolis Dance Company, Inc. G.H.D.T P.O. Rnx zn345 Indianapolis, IN 46230-0345 Dear Sir or Madam: Department of the Treasury P. O. Box 2608 Cincinnati, OH 45201 Person to Contact: Steve Miliano 31-04024 Customer Service Specialist Telephone Number: 877-829-5500 Fax Number: 513-263-3756 Federal Identification Number: 35-1722088 This letter is in response to your request for a copy of your organization's determination letter. This letter will take the place of the copy you requested. Our records indicate that a determination letter issued in February.1988 granted your organization exemption from federal income tax under section 501(c)(3) of the Internal Revenue Code. That letter is still in effect. Based on information subsequently submitted, we classified your organization as one that is not a private foundation within the meaning of section 509(a) of the Code because it is an organization described in This classification was based on the assumption that your organization's operations would continue as stated in the application. If your organization's sources of support, or its character, method of operations, 'or purposes have changed, please let us know so we can consider the effect of the change on the exempt status and foundation status of your organization. Your organization is required to file Form 990, Return of Organization Exempt from Income Tax, only if its gross receipts each year are normally more than $25,000. If a return is required, it must be filed by the 15th day of the fifth month after the end of the organization's annual accounting period. The law imposes a penalty of $20a day, up to a maximum of $10,000, when a return is filed late, unless there is reasonable cause for the delay. All exempt organizations (unless specifically excluded) are liable for taxes under the Federal Insurance Contributions Act (social security taxes) on remuneration of $100 or more paid to each employee during a I A.' V } ^ iu nat liable for thc.}v "xmnn ar! . ndvr uhe Corierot Inomnlm.men} Ty Antiacivar.. or .v,.r v.yaidiauvu . q+.. uv,m u}..vg. n. FUTA). Organizations that are not private foundations are not subject to the excise taxes under Chapter 42 of the Code. However, these organizations are not automatically exempt from other federal excise taxes. Donors may deduct contributions to your organization as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to your organization or for its 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. 2- Indianapolis Dance Company, Inc. 35-1722088 Your organization is not required to file federal income tax returns unless it is subject to the tax on unrelated business income under section 511 of the Code. If your organization is subject to this tax, it must file an income tax return on the Form 990-T, Exempt Organization Business Income Tax Return. In this letter, we are not determining whether any of your organization's present or proposed activities are unrelatea trade or business as defined in section 513 of the Code. The law requires you to make your organization's annual return available for public inspection without charge for three years after the due date of the return. You are also required to make available for public inspection a copy of your organization's exemption application, any supporting documents and the exemption letter to any individual who requests such documents in person or in writing. You can charge only a reasonable fee Tha ]aW Hna_c nn! rcnuira vne.1 to nrovidAIV[ IGrIVNMVUV I G\4 Gl rvviGyv wv.v .vr r.-. ...+ copies of public inspection documents that are widely available, such as by posting them on the Internet World Wide Web). You may be liable for a penalty of $20 a day for each day you do not make these documents available for public inspection -(up to a maximum of $16,000 in the case of an annual return). Because this letter could help resolve any questions about your organization's exempt status and foundation status, you should keep it with the organization's permanent records. If you have any questions, please call us at the telephone number shown in the heading of this letter. This letter affirms your organization's exempt status. Sincerely, U C. Ashley Bullard District Director EXHIBIT E UNAUDITED BALANCE SHEET AND INCOME STATEMENT 2019 IRS FORM 990 AFFIDAVIT STATE OF INDIANA SS: AFFIDAVIT n e 1. Q o 2m i 2 an authorized representative bof ,4 ("Grantee"), being first duly sworn upon my oath, state that pursuant to paragraph 2 of the City of Carmel Arts Grant Program Agreement, all income of Grantee, including a City of Cannel arts grant, if applicable, revenue of sales, and/or ticket revenue, etc., in calendar year ending 2019 totaled $ x Signature Printed Name 1) e_ n 51. _Scz I rz m i -<_ Subscribed and sworn to before me, the undersigned Notary Public, this 13 day of t%%f.. ,2020. y,w••., ARPrrBPATEL Signatbre -Notary Public 3 Marioncounb. MY commissan Expuea Janoary21, 0 Printed Name_RVQ'I } ti1 N 1 Resident of County, Indiana My Commission Expires: -k 11— Gregory Hmceek Dance Thwtre/GHDT INCOME MUTNSES Treasurer's Report October 1, 2020 - Octobu 31 2020 GENERAL FONDS Balms on Hmd Chase Se tembu 30, 2020 199.4 66.66 Balma m Hmd Savings Kickstart Septemba 30 2020 7.640.97 INCOME: Angel Society 3,425.00 Rae WaUwh-50.00 Au VA a-100.00 Dem Deahl-1,800.00 Steve ChaiOmd-100.00 Dem Km e-500.00 Lill Match-450.00 Amber Rasa - 25.00 C1wa Otero - 50.00 Tuhaia Cbakmbard-100.00 Sum Gibbom - 250.00 Fmdmg Rasing Inwme 88.08 Kro Rewards-88.08 Tntuest 0.06 Kickstmt-.06 Revwue 1,540.00 Nut -Prodoctim Fa-1,540.00 Total of Inc e 5,053.14 20201n-X1nd Goods and Services Total 2020 Income 5,053.14 ToW 2020 Inmme+Balmce on Hand 212120.77 EXPENSES: GneraUAdministration Expwses Bank Service Chwgm 4.07 Bank Service Fa- 1.00 Credit Cud Fees - 5.07 Immraocc Expenee 64.00 Office Su plies 32.64 Payroll Exp=e 1,478.31 Postage/Sbipping 143.00 Profcskmal Fees 110.00 Payroll Fee-110.00 Rwt 2,475.00 Su lies 150.00 Brmdwise-150.00 Markefing and Promotion Fapensa Marketing and Promotim Expmm 1403.89 MaOchim -34.99 Faabook-32.00 Printing - 1,336.90 Opendng Expeosin Website 82.44 Newtek - 12.47 Network Soludom 69.97 Production Expenses AcOstic Sal:uim 15 870.00 Contract Labw 690.00 Technical Crew Jordm Adkins - 690.00 Costumes 176.55 CoshmesPro s Sais Boutique - 176.55 Music 33.24 Amawn- (33.24 Set 223.00 TOTAL EXPENSES 22.869.66 20201n-KindGoods and Services TOTAL 2020 EXPENSES 22 869.66 Balance on Hand October 31, 2020 171,029.19 Balance on Hand Mckstart October 31, 2020 7,641.03 Respectfully mb6tted . Denise Salamie, Treasurer Unaudited Balance Sheet and Income Statement EXTENDED TO NOVEMBER 16, 2020 Return of Organization Exempt From Income Tax Form 990 Under section 501(c), 527, or 4947(aN1) of the Internal Revenue Code (except private foundat Rev. January 2020) Do not enter social security numbers on this form as it may be made public. A For the 2019 calendar year, or tax year beginning ar B chew If C Name of organization epplicable: INDIANAPOLIS DANCE COMPANY, INC. DBA JAcrdeoa e GREGORY HANCOCK DANCE THEATRE 0 mehvae Doing business as InitialDatum Number and street (or P.O. box if mail is not delivered to street address) OFinal 329 GRADLE DR annin- ated City or town, state or province, country, and ZIP or foreign postal code Amendedurn CARMEL, IN 46032A 0u&,°,°'a F Name and address of principal officer: IVY HEAZELTINE pendnne 329 GRADLE DR, CARMEL, IN 46032 D Employer identification number dechone number H(a) Is this a group return for subordinates? Yes Ell No H(b) Are all subordinates lncluded4DYes =No If "No," attach a list, (see Instructions) K Form of organization: L3J 0orporation U Trust U Association U Other I L Year of formation: 19 9 81 m State of leaal domicile: IN Pawl Summary N 1 Briefly describe the organization's mission or most significant activities: GREGORY HANCOCK DANCE THEATRE 0 In GHDT) IS A PROFESSIONAL CONTEMPORARY DANCE COMPANY DEDICATED TO THE 2 Check this box If the organization discontinued its operations or disposed of more than 25% of its net assets. 3 Number of voting members of the governing body (Part VI, line 1 a)............................................................ 3 9 ed 4 Number of Independent voting members of the governing body (Part VI, line 1 b) ..., ........, ........ 4 5 0y5TotalnumberofindividualsemployedIncalendaryear2019 (Part V, line 2a) ............................................... B Total number of volunteers (estimate if necessary) ....................... 6 7 a Total unrelated business revenue from Part VIII, column (C), line 12............................................................ 7a 0. 7b 0. b Net unrelated business taxable Income from Form 990-T, line 39 ........ ......... .................................... Prior Year Current Year 0 8 Contributions and grants (Part VIII, line 1 h)............................................................... 152,467. 2 2 7, 4 2 6. o e Program service revenue (Part VIII, line 2g) ........ ............ 125,807. 134,682. 457. 378. 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d) cc 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 1 Oc, and 11 e) 5,784. 3,996. 12 Total revenue - add lines B through 11 must equal Part VIII, column A, line 12 284,515. 366, 482. 13 Grants and similar amounts paid (Part IX, column (A), lines 1.3) ................................. 0 . 0 . 14 Benefits paid to or for members (Part IX, column (A), line 4) ....................................... 0 . 0 . v 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5.10) ......... 150,226. 150, 979 . 0. 0 . 16a Professional fundraising fees (Part IX, column (A), line 11 e) , ......., . ....._.. b Total fundraising expenses (Part IX, column (D), line 25) 0 . 17 Other expenses (Part IX, column (A), lines 11 a-11 d, 11 f-24e) 135, 5 2 3 . 231, 0 6 5 18 Total expenses. Add lines 13.17 (must equal Part IX, column (A), line 25) ..................... 285,749. 3 8 2 , 0 44. 2 3 . 15 , 5 6 2 . 19 Revenue less expenses. Subtract line 18 from line 12................................................ Beginning of Current Year End of Year b 20 Total assets (Part X, line 16) .................................................................................... 0 0 2 0. 86,241. 21 Total liabilities (Part X, line 26) ......................................... 3,372. 4,555. I................. 22 Net assets or fund balances. Subtract line 21 from line 20.......................................... 97,248.1 81, 6 86. P_art.11:1 Signature Block Under penaft as of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, Me true, correct, and complete. Declaration of preparer (other than officer) Is based on all information of which preparer has any knowledge. Sign Here Signature of officer IVY HEAZELTINE, PRESIDENT Data ype or print name and title Paid Print/Type preparer's name TEFFREY A BATES, CPA Preparer's signatureI 0ateI checkIsrerremraed 00833009 Preparer Flem'snama b, SAPPER & BATES, LLC Use Only Firm'saddresso. 921 E 86TH STREET, STE 10 INDIANAPOLIS, IN 46240 Phone no.317-252-5714 May the IRS discuss this return with the preparer shown above? (see instructionsl............................................................... Yes No 932001 01-20-20 LHA For Paperwork Reduction Act Notice, see the separate Instructions. Form 990 (2019) SEE SCHEDULE 0 FOR ORGANIZATION MISSION STATEMENT CONTINUATION EXHIBIT F LIST OF GREGORY HANCOCK DANCE THEATRE BOARD OF DIRECTORS GREGORY HANCOCK DANCE THEATRE — BOARD OF DIRECTORS IVY HEAZELTINE (President) KIRSTEN FERGER (Vice President) 7715 Stones River Drive 164 Dominion Drive Indianapolis, IN 46259 Zionsville, IN 46077 317)862-9827 317)840-1521 317) 606-3274 (cell) Kferger.ghdt@gmail.com Iheazeltine.ghdt@gmail.com GHDT Company Relations Manager & Marketing ProfessionaURetired Academy Liaison ANINDITA SEN (Secretary) DENISE SALAMIE (Treasurer) 3884 Verdure Lane 6693 E. Stonegate Drive Zionsville, IN 46077 Zionsville, IN 46077 317)409-8804 317)732-4094 Director, Regulatory Affairs 317) 650-7856 (cell) Eli Lilly and Company dsalamie@gmail.com Registered Nurse Kaplan Health GREGORY HANCOCK AKIN AKINWANDE MD, FAAC 329 Gradle Drive 8826 William Penn Circle Carmel, IN 46032 Indianapolis, IN 46256 317)709-1454 317)578-1914 ghdt@sbcglobal.net Physician, CEO Artistic Director, Executive Director Pinnacle Heart Specialists LLC Gregory Hancock Dance Theatre DEBORAH PROVISOR TUHINA CHAKRABARTI 14928 Pacer Court 14578 Chelsea Ct. Carmel, IN 46032 Carmel, IN 46033 317) 979-2775 (cell) 317) 403-6865 DrDeb432@aol.com I„t I America Para Professional Systems Vice President, Engineering Flir Systems, Detection EXHIBIT G 2020 YEAR END REPORT EXHIBIT G GREGORY HANCOCK DANCE THEATRE — 2020 YEAR END REPORT GHDT was grateful to receive $80,000 from the 2020 City of Carmel Arts Grant. Listed below is a description of how this funding was used. 2020 City of Carmel Grant EXPENSES AMOUNT PERCENTAGE Artistic Salaries/taxes 50,718 63.40% Tech/contractlabor 1,994 2.49% Studio/rehearsals ace rent 11,665 14.58% Marketing 2,647 3.31 % Costumes 1,341 1.68% Accounting Fees 1,813 2.27% Production expenses 4,654 5.82% Daily operating expenses 5,169 6.46% TOTAL 80,000 100.000/0 GHDT'S 2020 performance season included the following concerts: ONCE UPON A TIME — weekends February 8 to 23, 2020, The Academy of GHDT EXODUS - April 3-5, 2020 (CANCELLED), The Tarkington THERE'S NO PLACE LIKE HOME —June 5 & 6, 2020 (CANCELLED) rescheduled for June 4-6, 2021, The Tarkington G2IN CONCERT —May 8-10, 2020 (CANCELLED), The Academy of GHDT COLLABORATION WITH THE CARMEL SYMPHONY ORCHESTRA — August 2020 (CANCELLED) Reschedule TBD DANCES FOR A NEW WORLD: PART ONE — October 22-24, 2020, The Tarkington GHDT began the 2020 performance season with ONCE UPON A TIME. This whimsical production provided the audience with an adventure through a delightful world of fractured fairy tales. This was a black box and cabaret -style production which allowed audiences to have an up - close and personal dance performance experience. This concert was held with 7 performances at The Academy of GHDT on weekends from February 8 to 23, 2020 and was well attended. FINANCIAL IMPACT OF COVID-19 SHUTDOWN On March 16, 2020, Gregory Hancock Dance Theatre temporarily closed as a result of the COVID-19. This shutdown had a significant economic impact on the company. Eight company dancers were furloughed from March 16 to August 26, 2020 and became eligible for CARES ACT unemployment benefits. At the time of the shutdown, the company was rehearsing for EXODUS, which was scheduled for April 3-5, 2020 at The Tarkington. This concert was cancelled and GHDT incurred a significant financial loss for the expenses that were paid in preparation for this event. GHDT also cancelled a collaborative concert with the Carmel Symphony Orchestra which was scheduled for August 2020 and rescheduled THERE IS NO PLACE LIKE HOME for June 2021. GHDT relies on the income of in -person concerts. Without the income from these concerts, the company experienced a significant reduction in revenue. GHDT also was financially impacted by the expenses that continued to be paid during the shutdown. Critical fixed expenses during this period included the salary for the Executive Artistic Director, rent and facility fees. Mr. Hancock's position is vital to GHDT's mission and operation. During this uncertain time, he continues to provide leadership, decision making, fund raising and communication between dancers, board members, Academy students and GHDT patrons. In addition to the many administrative duties that Mr. Hancock is performing, he continues to reach out to GHDT's patrons and keeps them engaged. Mr. Hancock provides the stability and the continuity to keep GHDT viable. He continues to oversee the finances and manages the company's expenses during this period, including rent for rehearsal space, insurance, accounting, and information technology. Mr. Hancock's service is critical to the organization during this uncertain time and his leadership is essential to sustain the company and its mission. Rent and insurance are also expenses that are a priority for GHDT. GHDT continued to pay these expenses throughout the shutdown, despite the challenges during this period. FINANCIAL LOSSES DUE TO CANCELLED PERFORMANCES Actual financial losses for the cancellation of EXODUS included the following: EXODUS Salaries for cancelled concert that were paid prior to shut down 5,900.00 Dancer and Director salaries biweekly 3/4/2020 6,900.00 Dancer and Director salaries biweekly 3/18/2020 500.00 Taylar MacQueenette - guest artist rehearsal EXODUS Travel Expense 292.80 Airline ticket for Taylar MacQueenette from TX to IND roundtrip 1/18/2929 - guest artist rehearsal EXODUS Marketing 171.94 Poster, art design, ad design — Alpha Graphics 1/20/20 155.40 Poster printing — Alpha Graphics 2/14/2020 370.82 Postcard printing and bulk mailing — Alpha Graphics 3/11/2020 185.73 Postage for postcard bulk mail TOTAL CANCELLED EVENT PRODUCTION COSTS = $14,476 EXPENSES PAID DURING THE COVID-19 SHUTDOWN In addition to the expenses listed above, GHDT continued to pay the following expenses during the period of GHDT's closure (March 16 to August 26, 2020) 1. Executive Artistic Director's Salary from March 16 - August 26 = $20,400 2. Rent - March 16 - August - 5.5 months x $2,475 = $13,612 3. Insurance - 5 months of Liability = $910 4. Insurance - 5 months of Worker's comp = $1967 5. Professional Cleaning Service - May 2020 = $400 TOTAL EXPENSES = $37,289 The GRAND TOTAL for GHDT's financial losses is $51,765. This is a significant loss for our organization. GHDT did not receive PPP government loan support nor any small business/non- profit loans. COMPARISON OF ATTENDANCE AND TICKET REVENUE FOR 2019 and 2020 YEAR ATTENDANCE TICKET REVENUE - ADMISSIONS 2019 8191 126,909 12 concerts Feb. through Dec). 40 performances 2020 731 27,128 2 concerts- Feb. Oct. 11 performances STRATEGIES FOR AUDIENCE ENGAGEMENT DURING COVID-19. During the shutdown, a variety of strategies were employed to provide our audience with continued arts activities. GHDT kept patrons virtually engaged by providing ongoing videos of GHDT's full-length performances. Mr. Hancock chose to send patrons videos of artistic works that were relevant to the time of year and to events in our world. Patrons received a video of EVERY MOMENT EVERY DAY at the start of the shutdown, followed by a video of SUPERHERO, THE STORY OF A MAN CALLED JESUS on Easter weekend. THE SOFTBALL GAME from THE VIOLIN UNDER THE BED concert was provided to patrons on Mother's Day. This fun and delightful piece was choreographed by Mr. Hancock in memory of his mother, Florence. GHDT's enchanting production of ONCE UPON A TIME was sent to patrons in June 2020. Patrons were provided with a video of GHDT's 2019 production of EXODUS on Labor Day weekend. GHDT continued to engage patrons through social media. Mr. Hancock communicated with dancers through virtual meetings and Academy students were provided with ongoing virtual classes. GHDT continues to keep revenue coming in through online giving campaigns. The Executive Artistic Director and the Board of Directors worked throughout the shutdown to secure GHDT's financial future and continue to meet via Zoom on a regular basis. RETURN TO WORK Company members returned to work on August 26, 2020 and began full-time rehearsal, while following all CDC COVID-19 guidelines, including wearing masks and social distancing. GHDT returned to The Tarkington on October 22-24, 2020 to present DANCES FOR A NEW WORLD: PART ONE. This was a new artistic work created by Executive Artistic Director Gregory Hancock. DANCES FOR A NEW WORLD is unlike any other GHDT performance. Mr. Hancock has created an original artistic work that is meaningful and relevant to the current state of our country and to the personal journeys that we are all experiencing during this turbulent time. This concert is the first in a series of three concerts. DANCES FOR A NEW WORLD, Part II and III, are scheduled during January and April 2021. All GHDT concerts will be presented in accordance with the COVID-19 guidelines established by The Center for the Performing Arts. At this time, GHDT is very concerned about the increasing number of COVID cases in our community and the possibility of another shutdown. Although GHDT was able to safely perform to a live audience in October, social distancing significantly reduced the number of audience members permitted in the theatre, resulting in a significant loss of ticket revenue. GHDT relies on the income from live performances. Without this income in 2021, GHDT may be unable to fulfill its mission and the survival of the company may be threatened. Thank you for your consideration of our funding request. We are grateful for the City of Carmel's ongoing support of Gregory Hancock Dance Theatre. RESOLUTION NO. BPW 02-03-21-16 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrant Indiana Artisan.docx1/27/202110:21AM RESOLUTION NO. BPW 02-03-21-17 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrant Indiana Association ofChinese-Americans.docx1/27/202110:22AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein r e d to a Agreement") entered into by and between the City of Carmel (the "City") and 1" A G'cA e-n e t 4r+%dP :(irxW lteto (the Grantee"), is executed pursuant to the terms and conditi s set forth herein. In consideration of those mutual undertakings and covenants, the parties agree as follows: That on behalf of Grantee, a not -for -profit corporation, I, Benny KO, MD 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, agrees to grant $ 3,500.00 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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 U); 5. Any audits. reviews or compilations available describing the financial condition of the Grantee, unaudited Balance Sheet and Income Statement, 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 8 herein EXI-IIBIT 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant (•'CPA") who 2 is neither an employee of Grantee nor a member of the Grantee's Board of Directors. to be provided to the City of Cannel by March 31 of the following year. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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 ajury 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. 3 14. 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 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. 15. 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. 16. 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 govem and prevail. This Agreement may only be modified by written amendment executed by both partieshereto, or their successors in interest. IN WITNESS WHEROF, the parties hereto have made and executed this Agreement as follows: By: a v Printed Name ot'Ofticer: Date: M.D. Title: TIxX'<(WJT & c A CITY OF CARM/E L ("Grantor") James Brainard, Mayor Date:_ 1-13-2021 Date: 1-13-2021 II you have my quotion concerning the Ciq o(Carmel,, 2021 Arl> Gram Program. grant writin#. Guidelines or application maleriak. contact: Sharon Kibbe. Citv of Carmcl. One Civic Square, Carmel. IN 46032. Phone: 317-371 •_'4R3. 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: 3 Telephone: /T Fax: _ Contact Person:%aGf/ Email: LLA/ Al J-/W / ",411- p 1ri/11/1/L APPLICATION AMOUNT: $ DESCRIPTION OF THE PROPOSED USE OF THE GRANT FENDS: Additional pages may be added to Exhibit ^A") N 9 o e rr 7 7 o 7p O k E Ln E Cr o 7 2 u E 2 o k m 22 7 EE_ e f± a c 6 c e \ E»? U L/ Q 7 0 2 u D 2 E i E o 0c i aE 502z - 2 7 u e& 7 u u k- o 7EEkf e( o u 3U) 7 t B=\/ m t/ 2LL E 5b) Lm o t m u E u 0 S 2 7u 72\ 0 y Cful e E f3a R 3 ca j rq fu k 7 C t e tom 3 m ca 0 @:/7 2 m 2\ K zc 5 o u 4 2 u u.- E ue u f j ro E 0 @ f 0- Q. a0- @ E#\ L$ LE 2/=/ k\/ k u Q f w f w a a o Ln m N 7 2 7 7 Ln iA- ko O Z E x tEEEn3 E§M o 5 L _ rafo 3-0 CD 5@\q @ 2 2 c e n 7 o g2\at D>— E g c O k 7 t%/ t O G e Ej O 2 aw c e 2 7%&a f / 2 M7Rt/ c E e eeee 2 % i 0 4 e e 5 0 f Q \ 2 ZE c @ e 5 0\a/\ k 3 E o t/ Vkk5/ O s LU I-t: 5eKe Indiana Secretary of State Packet: 197311-563 Filing Date: 03I0612008 State of IndianaEffectiveDate: 0310612000 Office of the Secretary of State CERTIFICATE Of' AMENDED AND RESTATED ARTICLES OF INCORPORATION of INDIANA ASSOCIATION OF CHINESE-AMERICANS, INC. I, TODD ROKITA, Secretary of State of Indiana, hereby certify that Amended and Restated Articles of the above Non -Profit Domestic Corporation have been presented to me at my oltiee, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991. NOW, THEREFORE, with this document 1 certify that said transaction will become effective Thursday, March 06, 2008. In Witness Whereof. I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, March 6, 2008. r - TODD ROKITA, SECRETARY OF STATE 197311-568120HO30714650 Indiana Secretary of State Packet: 197311-668 j2008ApPFiOVEDEffectvvengtDate: 031062008 AND F1lED s::^.e'nury su G 2f CE"1'D ENDMENT AND RESTATEMENT lT'' OF THE Joe MAR -6 PM 120 mo secwna+OF 610TiCLES OF INCORPORATION OF IN AMA ASSOCIATION OF CHINESE AMERICANS. INC. The undersigned officer of Indiana Association of Chinese Americans, Inc. (the Associatlonla corporation which exists pursuant to the Indiana Nonprofit Corporation Act of 1991 (Indiana Code Section 23-17-1, gj M., as amended (the "Act")), hereby give notice of Amendment and Restatement of the Association's Articles of Incorporation in their entirety and cerlmes as to the following facts: Article I Mendment and Restatemni Section 1. QgW of loporp M&G. The date of Incorporation of the Association was November 30, 1973. Section 2. Name of Corporation. The name of the Association following this Amendment and Restatement to the Articles of Incorporation is INDIANA ASSOCIATION OF CHINESE AMERICANS, INC. Section 3. Amendment and Restatement The Amended and Restated Articles of Incorporation of the Association now are, in their entirety, set forth as Exhibit A attached hereto and made a part hereof by this reference thereto. err-, • r ;rr Section 1. Action by the Board of Directors. The Board of Directors of the Association duly adopted a resolution proposing to amend and restate the terms and provisions of the Association's Articles of Incorporation in their entirety at a meeting held on February 16, 2008, at which a quorum of such Board was present. Section 2. Action by the Memo. The Amendment and Restatement of the Articles of incorporation of the Association was approved by written ballots submitted by the members. All 54 members submitting ballots voted in favor of adoption of the Amended and Restated Articles and none voted against adoption. Section 3. Third Party Approval. Third perky approval was not required. Indiana Secretary of State Pocket: 107311-508 Filing Date: 031001200E Effective Date: 031051^.00n Section 4. twat Compliance. The manner of the adoption of the Amended and Restated Articles of Incorporation of the Association and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, and the Articles of Incorporation of the Association, as amended prior to the date hereof. I hereby verity, subject to penalties of perjury, that the fads contained herein are true. Hb C_ f Fu, Secretary Indiana Association of Chinese - Americans, Inc. STATE OF INDIANA ) SS: COUNTY OF MARION ) Personally appeared before me, a Notary Public in and for said county and state, on this S" day of March, 2008, the above -signed Henry Fu, known or proved to me to be the Secretary of Indiana Association of Chinese Americans, Inc. an Indiana non- profit corporation, and swore to me that she executed the foregoing instrument as her free act and deed as the free act and deed of said corporaAPOU i orrw u sup (. L WENDY A. FaA>ga MN Not NOTMFt - il - / •ryramnF 17119R015 Eyl. y,[ l/j% a"" Printed Name Commission Expires: County of Residence: N3O1745 2 99•C 3B STATE OF INOIANA OFFICE OF THE SECRETARY OF STATE CERTIFIC:A'a,, OF AMENDMENT To Whom These Presents Come, Greeting. 1, LARRY A CONRAD, Secretary of State of the ,State of Indiana, hereby certify that r .Tbp IT... a corporation duly organized and existing under the lases of the .State of Indiana, has this day filed in the office of lho .Secrelary of State, Articles of Amendment showing an amendment to the articles of incorporation of said company, in accordance atith the Indiana General Not -For - Profit Corporation Act (approved March 7, 075) IThe Indiana Not-For-Profil Corporation Act of 1971 (approved September 2, 1971), WFIMSAS, upon due examination, 1 find that they conform to law. - NO W, TFIFRL'FORF, 1, LARI? Y A. CONRAD, Secretary of State, hereby certify that I have this endorsed my approval upon all copies of Articles so presented, and, having received the fees required by law, in the sum of $26.00, have filed one copy of the Articles in this office and returner) the remaining copies hearing ehe endorsentrnt of my approval to the Corporation fa Witness IVhereof, 1 have herewat, set wy hand and affixed the seal of the Stale of Indiana, at the City of Indianapolis, this........... .............. S.th...... .... .... ... ... ......... day of JUDO ... .., ty_}g- I..... LAanr A. CONRAD, Secretary a1 State By.... ..... ........... ........ _._._.. Deputy....... FORM 061.2 NOTE, Thl' Form la for use so, common Not -For It tile Am6ndment N fund P.M uanI to Inc lonnael theFightCono.100e11a lneorpordeU or Reo11e01ced Under Indiana General Not-For-Profll Convormlon Ali, If[ - The Indiana General Not For Profit Coryorenon All Pilate (Ring should be mode with Ule Scarebry of APPaoyed Willi 9. 1936 no The Indiana Not -For Slate. After epproym one copy should he filed with Polls emigrates Act of 1911 Approved September the coumy necordo,. 2. 1971. I Inhe Amendment is filed Puroa nt to the forms 6f the dleno Act of 1y 1tInduceNot-ForQ be mad..1, the o1me" will) le filingcelldltpp1o 1Ga` 9ntA fl0edrdln9 Wllil tits Ccunfy needrdw 11 IIJ( Slit. , volt lydor 11 I wewren, qµD An Amendment flied moor either ^Ae1" 11 to ho1t' La attompmiwd with a $26.00 filing tea, U 5 19i i BEDP IND pRP flTA ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF Eddie Tan, President and .-.Tru y G_'han SAcre ary President or Vice President) (Secretary or Assistant Secretly) of the 8bove named corporation respectfully show that: 1. ' The above named corporation was orl imd or reorganized under$n igfm / The Indiana Not -For -Profit Corporation Act of 1971, approved September 2, 1971 (Select the appropriate act) on uarnisaboner, O. e- 1971 - IYatc) 2.1 The above named Corporation upon the proposal of its board of directors by resolution duly adopted by saidlboatd of directors setting forth the proposed amendment and directing that the same be submitted to a vote of the members entitled to vote in respect thareof at a designated meeting of such members and upon the adoption thereof by said members at said meeting as provided by law and as hereinafter more spocitieally set out, does hereby by Edclirt 'PGA its —:President I (Pros. or V. Pres) and Trudy Chan, its Secretary execute and acknowledge the following, Sucy. or Ant. Secy.) Articles of Amendment of its Articles of hlcorporation Fxact'1'ext 3• (A) See attached emended Articles V and IX. of Amendment THE, MANNER AND VOTE. BY WHICH THE AMBNDME.N'1' WAS ADOPTED The above amendment was adopted in the following manner and by the following vote, that is to say: The Board of Dimetors of said Corporation at a duty called special meeting of said board hold on .*p.,e off, Date) at 31008 I'll" sh It" rr r—si adopted the Place) following resolution of Articles of Amendment of the Articles of hicor• poration of said eorporation: TEXT OE RESOLUTION OF DIRECTORS "Resolved, That the Council of the Indianapolis Association of Chinese Americans, Inc. hereby adopts the proposed amended Articles of Incorporations, Articles V and IX attached hereto and made part of. Ac it furthor resolved, that this proposed amendment be submitted to a vote of the members entitled to vote thereon at (M).—.-ea.aati "„ meeting, to be held an the I mrant6 day of...BPaestAan , 19-77.—,at NavtAwi nuto Prasbytarl on (bOrnl. Tndi ii and the secretary is hereby directed to give Notice thereof as required by law." s k B) At the members' meeting the members entitled to vote in respect of said amendment to the Articles of Incorporation, upon the call and notice required by law, did adopt the above mnmtdmmlt(s) by the affirmative vote of at least a majority of the members entitled to vote thereon. Membership Vote with Respect to the Proposed Amendment The rumbcr of Members entitled to vote in respect of such Articles of Acceptance, the Members voting infavor of the adloption of such Articles of Acceptance, and the Members voting against such adoption, are as follows: TOTAL Members entitled to vote: .lei rr...____a___+`i(CA1 Members voted in favor: Fifty —mix _(54)__ Memberp voted against: None Compliance with Legal Requirements The manner of the adoption of such Articles of Amendment, and the vote by which they were adopted, constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By -Laws of the Corporation, I In witness whereof the undersigned EdAi„ man and President orAmIKPYEYHl" Tsuc{y Chan , respectively, of said corporation Secretary or i+69T(7"1Chi#1fY1U have unto set their hand and seal this 51 day ofHoy i President or Vice Prosiident) Secrotaryi,r A, AA&ftt-) ri nessed her signature only STATE OF - - je#j ee ) COUNTY OF---N,ariyn ) Esther B. Ndley P114,11BYCongaladouF.xpkM Public in and for MARION COUNTY Before me, velyn 4' Fore man , It notary public in and for said county and stale, personally appeared Trads M. Chart , only and well known to Elie to be the MCI secretary Ares. or Vice Pms.) (Socy, or Asst. Secy.) respectively, of the above -named corporation and soverally acknowledge the execution of the foregoing ArticlesofAmendment. Ali 4.rL'ti`+-. Notary Public SEAT.): My commission expires April 4, 1941 legal residence is Marion w mtr AMENDED ARTICLES OF IhrORPORATI01' OF IHDIANAPOLIS ASSOCIATION OF CHIHESE-AMr.RGAIIS "IC. ARTICLE V Membership Section 1. Membership In the Association .is by application accompanied by non-forteitable current year's due and sponsored by two members of good standing andupontheapprovaloftheCouncilvotingatacalledmeeting. Section 2. Membership is open to any national of the U.S. regardless of race, creed, color, sax, religion, education, occupation or national origin. A member must be over eighteen (18) years of age and support the Constitutions and laws of the United States and of the State of Indiana; and subscribe to the objectives and purposee contained in the Articles of Incorporation of the Association. Section 3. Upon becoming a member and while holding membership in the Associa- tion, A member shall not: a) Be a member of A political party, of a foreign country; b) Be an employee or holding office of a foreign government or of an instrumentality of a foreign government, or c) Be a member of a aubversive organization listed by the Attorney General of the United States. Siection !. A member may be removed for cause upon recommendation of the Council by ma. ority vote of the Council to the membership and acted upon by three -fourth (3/4) of the members who are entitled to vote and voting at a meebing called .for such purpose. However, no removal action shall be taken against a member until he or she has been notified in writing and given an opportunity for a hearing before the Council, ' to be held no sooner than thirty (30) days following such notification. Section 5. Membership in the Association consists of Regular Members and Associate members. a) A ;:arular ;;ember must be a citizen of the United States who elects to be a Regular Member and is a member of good standing. A Regular Member shall be entitled to all of the rights and privi3,eges of the Association including voting and holdin:; elective offices. b) An Associate Member shaal be a person who in qualified to be a Regular Mexbe except who is not a citizen of the United 'States or who elect;, to be tm Associate Member. An Associate Member ^hall be entitled to all rights and privi,leaes of the Association except .for holding elective offices. ARTICLE Id Provisions for Regulation and Conduct Of the Affairs of Association Section 1. The Association shall be governed by a nine (9) member board of directors to be known as a Council and the members of which, as Councilors, shall be elected to serve for three (3) years by the members in the manner prescribed by the by -lava. S atiou 2. The officers of the Association shall be a President, a President- elect, a Past President, a Secretary and a Treasurer. Section 3. The President-elect and two Councilors shall be elected at each annual business meeting of the Association by the majority of the members who are entitled to vote and are attending the meeting. The Secretary and the Treasurer shall be selected by the Council from the membership of the Council end who may serve as such officers as long as they are members of the Council. The President-elect shall serve Ifor one year, and shall become the president for the year following and shall then Jot as Post President for the third year. No person shall succeed himself in the rcuneil after completing one full elective torm of office. Section i.. One Councilor shall be elected each year to serve for a term of three years. A Councilor may serve in any other elective office immediately after expiration of his term as Councilor. eotion 5• Tile Council is authorized, from time to time, to adopt such by-laws es.it,deema appropriate In conducting the affairs and in furtherance of the purposesof.the Association, that are not inconsistent with the Articles of Incorporation of the Association and the laws of the State of Indiana. (10 1971, 23-7-1, 1-8) Section 6. go part of any net earnings of the Association shall inure to the benefit of or be distributable to its members, Councilors, officers, or other private persons, except that the Association shall be authorized and empowered to pay reaeofnaabl.e compensation for services actually rendered and to make payments and diatrSbutions in furtherance of the purposes act forth in Article 11 hereof. fiction 7. Upon dissolution of the Association, the Council shall, after pnying or majdng provisions for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association in such mouser, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (a) (3) of the Internal Revenue Code of 1954 ('or the corresponding provision of auy faturo United States Internal Revenue Law), as the Council shall deterlhine. Any of such assets not so disposed of shall be disp000d of by the Circuit or Su erior Court of the County in tdaich the principal office of the Association is then %ocated, oxclusively for such purposes or to such organization or organizations, ns said Court shall determine, which are organizod and operated exclusivelyfor such purposes. Internal Revenue Service P.O. Box 2508 Cincinnati, OH 45201 Date: May 19, 2014 INDIANA ASSOCIATION OF CHINESE AMERICANS INC PO BOX 18 CARMEL, IN 46082 Dear Sir or Madam: Department of the Treasury Person to Contact Ms. Wiles Toll Free Telephone Number: 877-829-5500 Employer Identification Number: 23-1156805 This is in response to your April 7, 2014 request for information regarding your tax-exempt status. Our records indicate you were recognized as exempt under section 501(c)(3) of the Internal Revenue Code in a determination letter issued in March 1976. Our records also indicate you are not a private foundation within the meaning of section 509(a) of the Code because you are described in section509(a)(2). 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/charities for information regarding filing requirements. Specifically, note that section 6033(j) of the Code automatically revokes the tax -exemption of any organization that fails to satisfy its filing requirement for three consecutive years. The automatic revocation of exemption is effective as of the due date of the third required annual filing or notice. The IRS maintains a list of organizations whose tax- exempt status was automatically revoked at IRS.gov If you have any questions, please call the phone number in the heading of this letter. Sincerely, T- amera Ripp d Director, Exempt Organizations STATE OF INDIANA SS: COUNTY OF HAMILTON of AFFIDAVIT thorized representative first duly sworn upon my oath, state that pursuant to paragraph 2 of the City of Carmel Arts Grant Program Agreement. all income of Grantee. including a City of Carmel arts grant, if applicablc, enue ol'salgs. and/or ticket revenue, etc.. in calendar year ending 2019 totaled S l Signature Printed Name Subscribed and swom to before me. the undersigned Notary Public. this day of N bN EiW /3 07-- , 22020. tIRANotaryFRANu l A- Se PIL Notary Public - Seal State of Indiana Marion County Signature - Notary Pub is My Commission Expires Mar 1, 2023 Printed Name ANDS P1L SEAL] Resident of +2irD IV County, Indiana My Commission Expires: 3 D t - Z0 2-'3 INDIANA ASSOCIATION OF CHINESE AMERICANS INC Profit & Loss (UNAUDITED) January through December 2019 Jan - Dec 19 % of Income Ordinary Income/Expense Income Direct Public Support Investments Intorest-Savings, Short-term CD Total Investments PROGRAM SERVICE REVENUE Total Income Expense Contract Services Accounting Fees Total Contract Services Operations AWARDS & RECOGNITIONS CNY DINNER DRAGON BOAT FESTIVAL LION DANCE TEAM EXPENSES Supplies Total Operations Other Types of Expenses Insurance - Liability, 0 and O Total Other Types of Expenses PO BOX RENTAL Total Expense Net Ordinary Income Net Income 4,963.00 %6% 2.00 0.0% 2.00 0.0% 3,227.00 39.4% 8,192.00 100.0% 196.00 2.4% 195.00 2.4% 416.00 5.1% 3.079.00 37.6% 486.00 5.9% 5,045.00 61.6% 147.00 1.8% 9,173.00 112.0% 22&00 2.7% 225.00 2.7% 80.00 1.0% 9.673.00 118.1% 1,481.00 18.1% 1,481.00 18.1% Page 1 Form 990-EZ ofthe Treasury I Short Form Return of Organization Exempt From Income Tax Under section 501(c), 527, or 4947(aNt) of the Internal Revenue Code (except private foundations) Do not enter social security numbers on this form, as it may be made public. Go to www.1rs.gov1Form990EZ for instructions and the latest information. B Check I applicable: C Nameof Address change INDIANA, Name change Number and Initial return PO BOX: MFinal returMaminaW City or town Amended return CARMEL MApplication pending Foreign coui street (or P.O. box if mail is not deWered to street address) Room/suae U E Telephone OMB No. 16454047 2@19 postalcode F Group Exemption Number _ G Accounting Method: U Cash U Accrual Other (specify) H Check XD if the organization is I Website: www.iacaonline.org not required to attach Schedule B J Tax-exempt status (check only one)— 0501(cX3) 0501(c)( )111(nsert no.)E:14947(a)(t) or 0527 (Form 990, 990-EZ, Or 990•PF). K Form of organization: © corporation Trust Association 0 Other L Add lines 5b, 6c, and 7b to line 9 to determine gross receipts. If gross receipts are $200,000 or more, or if total assets column B are $500 000 or more, file Form 990 instead of Form 990-EZ . $ 8,192Part11 Revenue, Expenses, and Changes in Net Assets or Fund Balances (seethe instructions for Part 1) Check if the organization used Schedule O to respond to any question in this Part I . . . . . . . . . . X name Foreign provi nce/state/oounry 1 Contributions, gifts, grants, and similar amounts received . . . . . . . . . . . . . . . . . 1 4,963 2 3,2272Programservicerevenueincludinggovernmentfeesandcontracts . . . . . . . . . . . 33Membershipduesandassessments . . . . . . . . . . . . . . . . . . . . . . . . . 4 24Investmentincome . . . . . . . . . . . . . . . . . . . . . . . . Be Gross amount from sale of assets other than inventory . . . . . . 5a b Less: cost or other basis and sales expenses . . . . . . . 5b c Gain or (loss) from sale of assets other than inventory (subtract line 5b from line 5a) . . . . . . Sc 0 6 Gaming and fundraising events: a a Gross income from gaming (attach Schedule G if greater than 15,000) . . . . . . . . . . . . . . . . . . . . . . . 6a b Gross income from fundraising events (not including $ of contributions from fundraising events reported on line 1) (attach Schedule G if the sum of such gross income and contributions exceeds $15,000) . . . 6b c Less: direct expenses from gaming and fundraising events.. . . 6C d Net income or (loss) from gaming and fundraising events (add lines Be and 6b and subtract line 6c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6d 0 7a Gross sales of inventory, less returns and allowances . . . . . . . 7a b Less: cost of goods sold . . . . . . . . . . . . . . . . . . 7b c Gross profit or (loss) from sales of inventory (subtract line 7b from line 7a) . . . . . . . . . . 7C 0 88Otherrevenue (describe in Schedule O) . . . . . . . . . . . . . . . . . 8,1929Totalrevenue. Add lines 1, 2, 3 4, 5c, 6d, 7c, and 8 . P.9 10 Grants and similar amounts paid (list in Schedule 0) . . . . . . . . . . . . . . . . . . . 10 1111Benefitspaidtoorformembers . . . . . . . . . . . . . . . 12m c 41c. w 12 Salaries, other compensation, and employee benefits . . . . . . . . . . . . . . . . . . 13 Professional fees and other payments to independent contractors . . . . . . . . . . . . . 14 Occupancy, rent, utilities, and maintenance . . . . . . . . . . . . . . . . . 15 Printing, publications, postage, and shipping . . . . . . . . . . . . . . . . . . . . . 13 195 14 1s 16 9 47816Otherexpenses (describe in Schedule 0) . . . . . . . . . . . . . . . . . . . . . . . 17 9,67317Totalexpenses. Add lines 10 through 16 . . 18 Excess or (deficit) for the year (subtract line 17 from line 9) . . . . . . . . . . . . . . . . 19 Net assets or fund balances at beginning of year (from line 27, column (A)) (must agree with end -of -year figure reported on prior year's return) . . . . . . . . . . . . . . . . . . . . 18 1,481 19 31,456 20m Z 20 Other Changes in net assets or fund balances (explain in Schedule O) . . . . . . . . . . . . 21 Net assets or fund balances at end of year. Combine lines 18 through 20 . 21 29,975 For Paperwork Reduction Act Notice, see the separate instructions. Form 990-EZ (2019) HTA Indiana Department of Revenue Check if: Change of Address NP-20 Indiana NonprofitOrganization's Annual Report []Amended Report State Form 51062 For the Calendar Year orlliscal Year alota-1al Beginning 01/01/2019 and Ending 12/31/2019 Final Report: Indicate Date Closed mxlmtrn'YYY mmmorcvry Due on the 15th day of the 5th month following the end of the tax year. NO FEE REQUIRED. Name of Organization Telephone Number INDIANA ASSOCIATION OF CHINESE AMERICANS INC. 317 250 3388 Address - County Indiana Taxpayer ldemification Number PO BOX 3888 146032CityStateZipCade Federal Employer Identification Number CARMEL IN 231156805 Printed Name of person to Contact Coatocfs Telephone Number if you are filing a federal return, attach a completed copy of Form 990, 990EZ, or 990PF. Note: If your organization has unrelated business income of more than $1,000 as defined under Section 513 of the Internal Revenue Code, you must also file Form IT-20NP. Current Information 1. Have any changes not previously reported to the Department been made in your governing instruments, (e.g.) articles of incorporation, bylaws, or other instruments of similar importance? If yes, attach a detailed description of changes. 2. Indicate number of years your organization has been in continuous existence. 46 , 3. Attach a schedule, listing the names, titles and addresses ofyour current officers. 4. Briefly describe the purpose or mission of your organization below. TO FOSTER CONSTRUCTIVE CITIZENSHIP ON PART OF CHINESE AMERICANS IN INDIANA TO ENRICH INDIANA SOCIETY WITH CHINESE AND AMERICAN CONTRIBUTIONS Email Address: WWW.ICACONLINE.ORG 1 declare under the penalties ofperjtay that 1 have examined this return, including all attachments, and to the best ofmy knowledge and belief, it is true, complete, and correct. PRESIDENT 08 03 2020 Signaturf.of. OfficerorTrustee Title Date PATRICK PUN 3175819443 Name of Person(s) to Contact Daytime Telephone Number Important: Please submit this completed form and/or extension to: Indiana Department of Revenue, Tax Administration P.O. Box 6481 Indianapolis, IN 46206-6481 Telephone: (317) 232-0129 Extensions of Time to File The Department recognizes the Internal Revenue Service application for automatic extension of time to file, Form 8868. Please forward a copy of your federal extension, identified with your Nonprofit Taxpayer Identification Number (TID), to the Indiana Department of Revenue, Tax Administration by the original due date to preventcancellation ofyour sales tax exemption. Always indicate your IndianaTaxpayerldentifrcation number on your request for an extension oftime to file. Reports post marked within thirty (30) days after the federal extension due date, as requested on Federal Form 8868, will be considered as timely filed. A copy of the federal extension must also be attached to the Indiana report. In the event that a federal extension is not needed, ataxpayer may request in writing an Indiana extension of time to file from the: Indiana Department of Revenue, Tax Administration, P.O. Box 6481, Indianapolis, IN 46206.6481, (317) 232-0129. If Form NP-20 or extension is not timely filed, the taxpayer will be notified by the Department pursuant to I.C.6-2.5.5-21(d), to file Form NP-20. If within sixty (60) days after receiving such notice the taxpayer does not file Form NP-20, the taxpayees exemption from sales tax will be canceled. I"I' II II'I I'Ilfl I'I' II'I II"I IIII II'I I'I" I I" IIII 'I 25419111833 Exhibit "F" Indiana Association Of Chinese -Americans, 2020 Officers Name Benny Ko Stan Jacobs Vicky Ko Charles R. Yang Daiwei Chang Dave Wolverton Doug Hsu Kwan Hui Marilyn Jacobs Quyen Hoang Office E-mail Address President dogold(o)aol.com Secretary stanton.iacobs gmail.com Treasurer vko33880Qmaii.com Council Member vaioy(c yahoo.com Council Member dw chang680yahoo.com Council Member dwolv3139(&Qmail.com Council Member dougandindiraOcImail.com Council Member kwanhuimail@(imail.com Council Member jakesjag@aol.com Council Member gghoang0gmail.com Exhibit G Introduction Indiana Association of Chinese -Americans 1974 The Indiana Association of Chinese -Americans (IACA) is a grateful recipient of the City of Carmel 2020 Arts Grant Program, and we would like to submit an application again for the 2021 Arts Grant Program. IACA is a 501(c)(3) non-profit community organization established in 1974 dedicated to the following aims: To foster constructive citizenship on the part of Chinese -Americans in the State of Indiana and the nation at large To cultivate the understanding and appreciation of both American and Chinese cultural heritages To enrich Indiana society with Chinese-American contributions For more information on IACA, please visit httl)s://iacaindiana.org/ Chinese lion dance is a colorful, vibrant folk art performed at various celebrations and festivals to promote joy, excitement and cheer. Through the influence of the Chinese diaspora, Chinese lion dance has exploded in international popularity over the past few decades. IACA uses Chinese lion dance as a key platform to cultivate appreciation of Chinese cultural heritage and to enrich Indiana society by sharing and teaching this unique performing art form to Hoosiers of all ages, backgrounds, and ethnicities, both male and female. In the past two years, with the gracious support of the Carmel Arts Grant, we have been able to extend our collaboration with other organizations. These activities are detailed below and at https://iacaindiana.org/liondance/. Year End Report Because of the pandemic shut down, we have had to limit our public appearances after the beginning of 2020. Even still, we were able to help organize and participate in various virtual presentations. 2019 Year-end/2020 Invitations and Presentations Drum Percussion by IACA Lion Dance Program at International Festival, Indianapolis (Nov 9, 2019) htt[)s://www.youtube.com/watch?v=ik4wWLf8qEQ&feature=youtu.be Lion Dance Performance at IACA Chinese New Year Banquet, Indianapolis Jan 25, 2020) https://www.youtube.com/watch?v=xvd9Rzj7RXI&feature=voutu.be https•//photos cioogle com/share/AFIQipOXYXpLDFuDC6FCHyXy6aNTXZYtWyNaBbu14b oJQt!c wBPQT7FWZ36cEHGZh935igOzkey=ODBOZnNVcF94N1psdW9McFowZkIR0002LT ZBOU13 Lion Dance Training at Mt. Vernon High School, Fortville (Jan 16, 2020) https://www.youtube.com/watch?v= t941k865J8&feature=youtu.be Chinese New Year Celebration at Westfield Washington Public Library, Westfield (Feb 15, 2020) httos•//photos g000le com/share/AF10ii)MPUM]9lWhcuZEOaz8HVcxlnN7e 232hWcOz m6G1j7xOHwDIaekWgsBbo Ovy0Bp0?key=OOx1TE04SjFgYnhmNjNuZjRVODIDOUIIM WRaLUhR Performance by Jerry Yang at Asian Art Society, Indianapolis Museum of Art, Lunar New Year Banquet, Indianapolis (Feb-4, 2020) https: //photos.google.com/share/AF1Oil)MADDdvA4oiXv6mvWXXXW Eo3Qy5H NR9- frEPk7RL5G5zTiM WwNrsSv6PZySjPSZFg?key=ZkJNW HVITmtoLXR4dzVORn IDbndwbOZH QWZwcmVB Multicultural Evening at Pine Tree Elementary School, Avon (Mar 6, 2020) htti)s:/Zi)hotos.google.com/share/AFlOiDMi) tchgDWgKDWAMUIKvgm DpdJS2s7U0zhw 8HndbUrgEelYxn3EH5e3ukgNxYw?key= STY IUGFKNDZEZiZ4O0FOQzE3dkc2WT65b3VO QjNR IACA-IUPUI/VSA Lunar New Year 2020 Lion Dance at Phap An Temple, Indianapolis https•//photos google com/share/AF10ioPchEfu9VQvTt1CSY292XES5uDgg8ZklDR naB COkB08nc9vSnSLIObwvg69u63QQ?kev=anM4MzNPdnpKdDIZN3o4VG94RmliXih5SWJFe VNn Ongoing Activities Funds received from the 2020 Arts Grant Program have enabled IACA to extend our cultural program beyond Lion Dance to include various features of the Chinese culture by collaborating with other organizations. This has allowed thousands of additional Hoosiers to be introduced to and encouraged by unique Chinese traditions, promoting greater cross-cultural understanding. A) Partnership with Butler University's Indianapolis Community Requirement (ICR) Program In alignment with the stated program goals (see screenshots below), IACA has invited students to attend interactive lectures on Chinese-American culture and participate in Chinese -related community activities. Due to the pandemic, this year's activities have been limited to virtual interactive lectures. 111OR INDIANAPOLIS COMMUNITY REQUIREMENT Phr ICR4n CpmCumioulumrcRpUMcm tFnt f nvnbma a mdenn in a wide rnKe efmclpn:enllylrcew Wmmmunfty patttmnhipe whemU Nvdente can NteRmte chn mknp ledllewtthecuvee,eriencee In the IMfaiuppl4 mmmenity. BENEFITS pffhe ICR APPROACH The mv.I gpeJln6+.pect oftho ICR b hm a W.m.mW Ilq mmf.nre-MMikee-nM1m m4ee I,.. I rn.I Pm F Rele vq 141:Jonw Y11W4unli- eelf :Me enddemomtrem._,ew mrefm:Mam:e mrkfanbeL-penanYnrvlpmfeuboW dnvlapment. vtlommlNMavnmemnep. ntllnrnme. rc. e nlwrtonlnv eW v.umv+Wry rtlMmvMomk ueu MN:erttt Imvrn,., nuno.cnelenu. Pmmar. mwne.wlapme 1. 4m111 m. pnnnuem x mem:.:won..m.wfulnn..ltbin O+ t fndlwxlnLr.+vrmmoNry forvkmnna Imarmhyv. vndpbnluemem WnhenmdepnMen: fevn Kvntl pe.A Mm o1v S.kek 4 B) Partnership with The Indianapolis Public Library on a three and a half hour online video presentation featuring various aspects of Chinese culture The preparation of this video featuring the experiences of Hoosier Chinese - Americans is ongoing since October 2020 and will be completed by January 2021. The video will be released as part of the Indianapolis Public Library's celebration of Chinese New Year in February 2021. Grant Acknowledgement IACA has regularly acknowledged the gracious support of the City of Carmel at our presentations and exhibitions, in both written and verbal forms as appropriate. 5 RESOLUTION NO. BPW 02-03-21-18 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrant Indiana Ballet Conservatory.docx1/27/202110:24AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and 1ncU Xia iUkti con4YV0L-bXU (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: That on behalf of Grantee, a not -for -profit corporation, 1,&YQA'1 ICV 1 l 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, agrees to grant $ 25 , 000 .00 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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, unaudited Balance Sheet and Income Statement, 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 $ 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 terns 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant (`CPA") who a 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Cannel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. Year-end review. Grantee agrees to provide the City of Cannel a year-end report Year End Report") for each year, describing how the grant was used and the impact of the dollars received. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. IL 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 and Federal law. 12. 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. 13. 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. 3 14. 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 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. 15. 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. 16. 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: Printed Name of Officer: Saro h 0<)Mf S Title: 'C(e iaSU YC r Date: 'L®ZG CITY OF CARMEL ("Grantor") By: James Brainard, Mayor Date: 1-13-2021 ATTEST: TT t Cw , \ Date: 1-13-2021 1f you have any question concerning the City of Carmei's 2021 Arts Grant Program, grant writing. guidelines or application materials. ttmtavl: Sharon Kibbe. City of Carmel. One Civic Square. Cannel. IN 46031 Phone: 317-571-2493. akibbc0carmel in eov. 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of 2 Fax: Contact Email:, APPLICATION AMOUNT: $ 75 t © ®0 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: wwq- sere, MAOcU)ed exN*ao-- Vk Additional pages may be added to Exhibit "A") Printed Name of EXHIBIT A INDIANABALLET CONSERVATORY Honwkv iracfi IM. k Pking lm mfian. Indiana Ballet Conservatory— 2021 Grant Application — Exhibit A Indiana Ballet Conservatory is a 501c3 not -for -profit organization situated in Carmel that is dedicated to supporting and furthering the arts through the teaching of dance and ballet, producing ballet productions and performances of dance and music including new choreography created by the Artistic Staff, and engaging in outreach to the artistically underserved through free performances, workshops and other events. IBC has three primary and complementary missions: To provide premiere dance instruction to a growing community of youth through education of the highest excellence by unparalleled instructional methodology and renowned instructors; To provide professional performance opportunities for talented students that will reach an ever -broadening audience of those who appreciate art in Indiana; To connect with the community through free performances and educational opportunities for everyone including the underserved, the elderly, and those with disabilities or special needs. IBC is the only organization in Indianapolis that meets certain specific dance education needs and it is the only dance school that provides community outreach and free performances to the extent that it does each year in Indianapolis and Carmel. IBC is the only ballet school in Indiana that exclusively teaches the Vaganova method of Ballet instruction, which is a unique method taught at the famed Vaganova Academy in St. Petersburg, Russia and passed down through graduates of the school, who include IBC faculty. IBC's instructors have qualifications to teach in this area that are not matched by any other school or instructors in Indianapolis. The Vaganova Method adheres to a strict curriculum of study that balances strength, grace, stamina, artistry, and acting and includes ballet exams at each level before a student moves on to the next Level. IBC's reputation and methodologies have attracted students from numerous states across the United States and five other countries including Canada, Italy, Australia, Austria, and Japan. IBC, and its students, competing against other dance schools from Indiana and from across the country in international competitions such as the Youth America Grand Prix, ADCIIBC International Ballet Competition, and Universal Ballet Competition have won numerous awards, including being named Outstanding School for the 9`h year in a row. Additionally, IBC has been Page 1 of 3 recognized for Outstanding Teacher, Outstanding Choreographer, V place in Ensembles, and many V place awards in other categories. Attached is a copy of IBC's 2020 competition achievements. In addition, IBC is the only Indiana dance school that provides each year hundreds of free tickets to its performances to needy children with economic and medical challenges, distributed through local charitable organizations including VetTix, Riley Children's Hospital, and Adoptive DCS Families, among others. IBC makes a significant number of appearances throughout Carmel and Indianapolis each year to enrich and share the arts with the artistically underserved. This grant will enable IBC to continue providing unparalleled artistic instruction to Indiana dancers, to continue creating and sharing with the community dance productions of the highest caliber, and to share art with the artistically underserved throughout Indiana. Indiana Ballet Conservatory seeks a Grant in the amount of $75,000 to maintain and expand its arts programs. These funds would be spent in the following way: Productions: 27% or $20,250 would be spent to support the costs associated with IBC's professional ballet productions, and the cost of creating new and innovative productions, including costs to upgrade or purchase new costumes and sets for IBC's productions. These funds would enable IBC to continue its efforts to share the beauty of traditional ballets and the excitement of new and innovative choreography with Indiana audiences, consistent with IBC's philosophy of "Honoring Tradition & Inspiring Innovation." In the beginning of 2020, IBC was forced to cancel our spring production due to the COVID-19 pandemic. This began conversations among our staff, board, and vendors to develop innovative ways to deliver performances. In July 2020, IBC moved the summer gala performance outside to Connor Prairie to accommodate as many families as possible while maintaining social distancing. While not in Carmel specifically, this is just one example of how IBC has pivoted in light of the challenges recently faced. Going forward, IBC is planning to utilize virtual platforms as much as possible. Whether at IBC's studios or at venues such as the Palladium, IBC intends to utilize virtual streaming options as much as possible. Unfortunately, this often comes with an increase cost of production, equipment, and other expertise to deliver the virtual performances. These funds would enable IBC to continue to pursue these options and to deliver streamed performances not only to our families but to the public on a much larger scale. As was the case during the 2019/2020 Grant Year, IBC would allocate production funds from a Carmel Arts Grant to its Carmel performances only. Scholarships: 13% or $9,750 would be spent to support scholarships for highly talented students at the Conservatory who are economically -challenged. These funds would enable IBC to keep very talented students who have developed through the Conservatory's training over Page 2 of 3 the years and who show professional promise even when such student's family situation makes it difficult or impossible for them to continue paying tuition. Both the Conservatory and the student would benefit immensely in such cases by the continuity in training. Faculty Compensation and General Operating: 40% or $30,000 of the funds would go towards Faculty Compensation and other operating expenses to enable IBC to continue its three-part mission including the provision of dance classes and Master Classes in Carmel and the development of its Carmel productions. IBC's Artistic Faculty is unparalleled anywhere in the Midwest in the scope of their performance careers, their academic training, and their results measured by choreography awards and the success of graduates of the Conservatory. See Attached Faculty Bios). Notwithstanding their credentials, the small annual budget of IBC has kept Faculty salaries very low in relation to comparable professionals. These funds would enable IBC to retain its current quality Faculty which is a critical component of IBC's artistic value to the Carmel community. Additionally, given the recent COVID-19 global pandemic, IBC has had to pivot classes to an online environment and/or socially distanced environment. This has resulted in the need for increasing internet bandwidth to support virtual classes and day program online academic education. While our classes are still able to meet in person, it has become increasingly apparent that the flooring at the studio needs to be upgraded in order to maintain class sizes as close to normal while maintaining social distancing protocols. IBC is proud to say through all of the recent challenges related to the pandemic, we have been able to rise above and still deliver high caliber education to all of our students. Outreach: 20% or $15,000 would be spent in outreach, by providing access to IBC performances to children and families in need who are underserved artistically. The funds would cover the costs of tickets to live or virtual productions and enable IBC to bring its art to students and members of the community in Carmel in a variety of venues. These funds would make a significant contribution to bringing the art of dance to those who might otherwise never have that introduction. IBC commits to using these funds for its Carmel productions and outreach to include and encompass Carmel families and children. Page 3 of 3 2019-2020 competition year WBAC Senior Classical Men: 1 st Place - Ian Anderson -Conlon Senior Contemporary Men: 1st place- Ian Anderson -Conlon Senior Classical Women: 3rd Place - Cadence Burke 4th Place - Phoebe Burrell Senior Contemporary: 1st Place - Pheobe Burrell 4th Place - Cadence Burke Junior Classical 4th Place - Abigail Warn 6th Place- Nisha Tague Junior Contemporary 2nd Place - Nisha Tague Pre Competitive Classical 1st place -Merritt Goheen 2nd Place - Clara Crane Pre Competitive Contemporary 1 st Place- Clara Crane Best Choreography Award: Sergey Sergiev Best Teacher Award - Alyona Yakovleva- Randall WBAC Finals - Senior Classical-5th Place Ian Anderson -Conlon Senior Contemporary- 2nd Place- Ian Anderson -Conlon Pre competitive Classical 9th Place- Clara Crane 10th Place - Merritt Goheen Pre Competitive Contemporary 5th place - Clara Crane YAGP Seattle Junior Classical -Third Place -Anna Hesser Junior Contemporary- Top 12 - Anna Hesser YAGP Regionals: Chicago Jan 17-19, 2020 2nd place: Pas de Deux- Cadence Burke and Ian Anderson -Conlon for "Madness" Senior Women top 12 contemporary Cadence Burke Senior Women top 12 classical: Cadence Burke Junior classical 3rd place Sam Greene Junior top 12 classical (men and women) Ashlie Rohan Junior top 12 contemporary (men and women) Sam Greene Junior top 24 classical (men and women combined) Nina Manwani Pre Competitive top 12 classical: Clara Crane Merritt Goheen Pre Competitive top 12 contemporary: Clara Crane Merritt Goheen YAGP Regionals, Pittsburg: January 17-19, 2020 Senior top 12 Contemporary Katie Casavan Junior top 12 Classical Landrie Adams Junior top 12 Contemporary Landrie Adams YAGP Regional - Winston-Salem- Jan 2020 Junior Top 12 Classical - Haylie Fletcher Junior Top 12 Contemporary- Haylie Fletcher YAGP Regional - Atlanta- Jan 2020 Outstanding Choreography -Brooke Napier Senior Classical- 3rd Place - Amelia Happel Senior Contemporary- 1 st Place - Amelia Happel Junior Classical- Top 24- Nisha Tague Junior Contemporary- Top 12- Nisha Tague Pre competitive Contemporary- Top 12- Pheobe Ingram YAGP Regional Chicago February Junior Contemporary Top 12 - Sophia Gladkov Pre Competitive Classical Top 12 - Thomas Wilcutts YAGP Regional Houston 3rd Place- Senior Classical Men's- Ian Anderson -Conlon 3rd Place- Senior Contemporary Men's - Ian Anderson -Conlon 3rd Place- Classical Pas De Deux- La Bayadere- Cadence Burke and Ian Anderson - Conlon YAGP Regional Kansas City 3rd Place- Ensemble- Contemporary Duo- Kaitlin Casavan and Abbigail Kimball Senior Top 24 Classical- Kaitlin Casavan and Pheobe Burrell Senior Top 12 Contemporary- Pheobe Burrell Junior Top 24 Classical- Abbigail Kimball YAGP Regional Indianapolis Outstanding School Award: Indiana Ballet Conservatory Outstanding Choreographer Award: Sergey Sergiev Large Ensembles:) st Place: Indiana Ballet Conservatory - All Their Ensembles Small ensembles: 1 st Place: Introspection -Sydney Revennaugh and Amelia Happel Pas De Deux: 3rd Place: Harlequinade- Sam Greene and Abbigail Warn Senior Contemporary 3rd Place: Sydney Revennaugh Junior Classical Top 12: Nisha Tague Top 24: Shannon McNiven Junior Contemporary: Top 12: Athena Reel, Shannon McNiven Pre Competitive Classical 3rd Place: Pheobe Ingram YAGP Finals- Canceled due to COVID YAGP Finals: Virtual Pas de Deux Competition Top Six - Contemporary Duo- Cadence and Ian- "Madness" Choreographer Sergey Sergiev Multiple scholarship/traineeships offers from the following schools so far: Bolshoi Ballet, Miami City Ballet, Ballet West, Next Generation Ballet, Colorado Ballet, Tulsa Ballet N D I A N A BALLET CONSr- RVATORY Faculty Alyona Yakovleva-Randall, Founding Artistic Director and Master Teacher & Coach Ms. Yakovleva-Randall is a highly degreed, award -winning ballet dancer, choreographer, teacher, and artistic director. Ms. Yakovleva-Randall began her training at the Academy of Ballet in Novosibirsk and continued to St. Petersburg State University of Culture and Art in Russia, graduating in 1999 with a degree certifying her in Professional Ballet Dance Performance; Choreography; and Ballet, Character, and Historical Dance Instruction. In the summers of 2006, 2007, and 2010 she completed seminars at the Vaganova Ballet Academy of St. Petersburg, Russia, on the preservation and uniformity of the Vaganova Method of ballet instruction. As a Professor of Performance Arts at Dong Duk's Women's University in Seoul, Korea, Ms. Yakovleva-Randall performed, taught, and choreographed for such renowned organizations as Universal Ballet Company, Chong-Dong Theatre and MadelnDance Company. In 2001, Ms. Yakovleva-Randall began teaching for the Clara R. Noyes Academy of Ballet Internationale for four years. In 2005, Ms. Yakovleva-Randall was named Artistic Director of the Russian Ballet Academy of Indiana (RBAI) and the Indiana Ballet Company. Under her leadership, RBAI won Outstanding School" at Youth America Grand Prix (YAGP) Regional in 2007, 2009, and 2010. She was also awarded "Outstanding Teacher" in 2006. Ms. Yakovleva- Randall, along with a host of business and legal minds, formed Indiana Ballet Conservatory in 2010. Ms. Yakovleva-Randall's classical repertoire includes Sleeping Beauty, Giselle, Don Quixote, Paquita, The Nutcracker, Chopiniana, and La Esmeralda. Her contemporary repertoire includes extensive choreography by Leonid Jacobsen, of St. Petersburg, Russia. She also worked with Indra Reinholde of Riga, Latvia —who was choreographing exclusively for Ms. Yakovleva, Vivaldi's Duet for Violin and Orchestra, and several others. She also worked with MadelnDance Company, Seoul, Korea, in the production Floating & Walking. In Indianapolis, Ms. Yakovleva- Randall danced many leading roles in productions for Gregory Hancock Dance Theater, and for the Indiana Ballet Company in On Earth We Stand and Love and Gravity (choreography by Nicholas Owens). Ms. Yakovleva-Randall has produced the original ballets, Phantom of the Opera— named one of the'Top Fall Events to See" by the Indianapolis Star in 2008, From Shakespeare with Love, and Pulse: Dancing to the Beat of our Own Drummer, and has also choreographed numerous pieces for her students for competition, performances, and festivals. Under Ms. Yakovleva-Randall's Directorship, IBC has won "Outstanding School" at the YAGP Regional in 2011, 2013, 2014, 2015, 2016, 2017, 2018, 2019, and 2020. She has also coached students who have won top International awards at YAGP- NY, Moscow International Ballet Competition, ADCJIBC Youth International Ballet Competition, Indianapolis International Ballet Competition, and the International Ballet Competition — Varna. She is currently guiding IBC into the future as the school is flourishing and gaining worldwide recognition as a premier training ground for young dancers. 849 W Carmel Drive, Carmel, IN, 46032 — 317-202-1617 -. w .IndianaBalletConservatory.org Tatlana Pali, Academy Principal & Ballet Mistress Ms. Pali is one of only a handful of world-renowned prima ballerinas teaching ballet full-time in the United States, bringing her talents and set of achievements to a very fortunate Indiana Ballet Conservatory. Ms. Pali honors IBC and its students by bringing an incredible history of performance, achievements and awards to IBC's upper level students. Ms. Pali achieved stardom as a Prima Ballerina with the Moscow Classical Ballet, garnering numerous international awards for her performances in Swan Lake, Don Quixote, Giselle, Romeo & Juliet, The Creation of the World, Paquita, and many others. She won the Gold Medal at the prestigious International Ballet Competition in Varna, Bulgaria, received the August Bournonville prize from the Paris Ballet Academy, was acclaimed with the title Honored Artist of Russia" and was named as "Best Ballerina of the Year in Moscow" in 1991. Ms. Pali has been regularly featured in international galas and participated with other gold medalists in the "Russian All -Stars Super Gala" in Tokyo. Indianapolis audiences have enjoyed Ms. Pali in many leading roles in Coppelia, La Sylphide, Giselle, The Creation of the World, and many others. In April 2000, Ms. Pali retired as Principal Dancer with Ballet Internationale by offering a magnificent and unforgettable performance as Scheherazade in A Thousand and One Nights. She continued to assist in the artistic direction of the company and was a member of the Clara R. Noyes Academy, and was a senior instructor with the Russian Ballet Academy of Indiana from 2005-2010. In 2004 and 2007 she was named Outstanding Teacher at the Youth America Grand Prix Competition. Ms. Pali brings decades of experience, credibility, and a worldwide reputation to her position as Academy Principal of the Indiana Ballet Conservatory. Sergey Sergiev, Gentlemen's & Contemporary Instructor and Choreographer Born in Bulgaria's capitol, Mr. Sergiev studied ballet at the State Choreographic Institute in Sofia. Following graduation, he joined the National Ballet of Bulgaria where he danced until 2000. In that same year, he joined Ballet Internationale in Indianapolis. His repertoire with the National Ballet of Bulgaria includes featured roles in Swan Lake, Giselle, Zorba the Greek, The Nutcracker and Dracula, and featured roles in Sleeping Beauty, Marz, Interzone, Peter Pan and One Thousand and One Nights with Ballet Internationale. He has toured internationally in Germany, France, Greece, South Korea, China, Canada, Spain, and other countries. Peter Koldamov, lasen Valchanov, Irina Kolpakova, Vladilen Semenov, and Eldar Aliev have all played an instrumental role in shaping Mr. Sergiev as an artist. Mr. Sergiev received the honor of Outstanding Choreographer at the 2009, 2012, 2015, 2017, and 2018 Youth America Grand Prix competition, and 2019 WBAC, as well as the Choreography Award at the 2010 World Ballet Competition. Roman Nikiforov, , Pre -Professional Faculty Member A native of Ulan-Ude, Russian Federation, Roman Nikiforov started his Vaganova ballet training at age 10 in 1992 with the Buryat Choreography College, Ulan-Ude. In 1998 he was transferred to the Krasnoyarsk Choreography College, Krasnoyarsk. While studying, Roman as an apprentice joined the Krasnoyarsk National Opera and Ballet Theater. In 2000 shortly after graduating Roman got invited to work as a highest category professional ballet artist with the Russian State Ballet of Moscow. In 2004 he received an offer to join the prestigious Ballet Internationale company and moved to United States Indianapolis, IN. In 2008 as a principal dancer Roman joined the Metropolitan Classical Ballet in Arlington, TX. His repertoire includes all the most known classical ballet parts and roles and many contemporary productions as well. Also since 2005, Roman has extensive teaching experience. In 2016 Roman joined the World Ballet Art Competition as a jury member. Lalah Hazelwood, Modern & Jazz Instructor Lalah Ayan Hazelwood began her dance training in Indianapolis, Indiana at Kenyetta Dance Studio under the direction of her mother, Vanessa Owens. She has had the opportunity to study at Deeply Rooted Dance Theater's Summer Intensive, International Association of 849 W Carmel Drive, Carmel, IN, 46032 — 317-202-1617 -- w .IndianaBalletConservatory.org Blacks in Dance conferences and The Alvin Ailey School on scholarship. She is a 2013 graduate of Indiana University Bloomington. While at IUB, she performed works by Martha Graham, Paul Taylor, David Parsons, Bella Lewitzky, Laurie Eisenhower and Larry Keigwin & Nicole Wolcott. Lalah is a three time, consecutive recipient of the National Society of Arts and Letters' Chapter Career Award in Dance for the Bloomington Chapter. She has performed in many galas at the American College Dance Festival, served as an ambassador for IU Dance at the Kid's Cafe Festival in Brooklyn, NY and traveled to Birmingham, AL to represent the Bloomington Chapter of NSAL. Lalah has performed seasons with Deeply Rooted Dance Theater (Chicago, IL) and Philadanco (Philadelphia, PA). She is currently teaching an advanced dance course at her alma mater, Indiana University Bloomington and is the newest faculty member for the Indiana Ballet Conservatory in Carmel, IN. Lalah is a proud member of Alpha Kappa Alpha Sorority, Inc. Lalah is about to enter into her seconc season as Associate Artistic Director for Kenyetta Dance Company. Brooke Napier, Award Winning Choreographer and Contemporary Teacher. 2018 YAGP Outstanding Choreographer for Statuesque. She teaches part time with IBC Jaden Perdue: Ms. Perdue started her ballet training in 2007 and joined Indiana ballet conservatory in 2009 and trained under IBC faculty for 8 years. She joined the pre -professional day program to pursue the opportunity of dancing professionally (2015). Ms.Perdue was apart of several IBC 1st place ensembles in YAGP. She was awarded top 12 soloist in contemporary and classical multiple times(YAGP). She has had the opportunity to attend out of state summer intensive$ on scholarship. Ms. Perdue received the unique opportunity to have a solo (choreography, Sergey Sergiev) in Butler University's production of crime and punishment. Her repertoire includes The Nutcracker (Masha, Columbine Doll, Chinese Tea, Pas de Trois, Waltz of the flowers, Snow) La Fille Mal Gardde, Cipollino, Pulse and Pointe to the Cure, Evolution of a Dancer, (IBC); Also many various showcases and Variations from ballets including, Swan Lake, Don Quixote, Sleeping Beauty, Flames of Paris, Coppelia, Giselle, La Bayad6re, and La Sylphide. Ms.Perdue loves passing down to the next generation of dancers what has been taught and instilled in her through the incredible IBC faculty. Ms.Perdue is very involved with children and has many other aspects in her life that include working with the younger generation. 849 W Carmel Drive, Carmel, IN, 46032 — 317-202-1617 —w JndianaBalletConservatory.org EXHIBIT B 4;( ------------ N D I A N A BALLEF CONSERVATORY Honoring Tradition. Inspiring Innovation_ 2020-2021 Operating Budget 5110 Tuition revenue 212,208.00 5111 Registration fee 8,682.90 5120 Private lessons 210,220.18 5121 Summer program 79,505.70 5124 Ticket Sales Summer Gala 5127 Audition Fee 247.20 5130 individual donations 2,350.00 5140 Corporate donations 5,775.00 5150 Grants 65,000.00 5160 Board Donations 3,500.00 5170 Fundraising 500.00 5175 Scholarship Fund 5180 Ticket Sales Nutcracker 54,637.50 5181 Nutcracker Gift Table 4,800.00 5182 Ad Sales 103.00 5184 Fall Production Tickets 5185 Fall production income 5186 Spring tickets 7,210.00 5187 Spring perf. - table sales 1,545.00 5188 Nutcracker perf fee 2,000.00 5190 Spring Performance fee 16,208.00 5191 YAGP/Competition fee 56,912.42 5195Interest Income 2.00 5290 Misc. Income 2,400.00 5291 Closet sales income 1,406.98 5292 Parent Association 1,170.05 5700 Master Class 721.00 Total Income 737,104.93 Expenses 6210 Marketing 5,000.00 6250 Fundraising Expenses - 6311Office Expense 9,719.87 6312 Parent Association Expenses 571.66 6320 Professional fees 12,500.00 6330 Salary- classes 173,250.00 6331 Salary - private lessons 151,254.99 6332 Salary-Indep. Contractor 2,257.85 6333 Indep Contractor Privates 6334 payroll taxes 29,275.54 6335 Admin Salary 44,500.00 6340 Payroll Fees 1,800.00 6350 Lease Expenses 86,523.88 6351 Travel expense 1,000.00 6357 Master Class Expense 2,472.00 6360 Credit Card Charges 26,744.44 6370 Host Families Expense 125.00 6373 Summer Intensive Gala 10,609.00 6390 Misc. Expenses 280.97 6410 Storage Rental Expense 2,736.00 6420 Cleaning Exense 15,600.00 6450 Utilities 11,316.57 6510 Repair & Maintenance 12,360.00 6520 Nutcracker Performance 57,926.00 6523 Fall Performance 6521 YAGP 48,220.11 6524 Spring performance exp 16,873.19 6710Insurance 4,774.05 6710 Taxes Paid 934.03 6711 Fees & Licenses 247.99 6810 Studio Director fee 2,388.00 6812 Bank Charges 500.00 Total Expenses 731,761.14 Net Operating Income 5,343.79 EXHIBIT C Padgllzi State of Indiana Office of the Secretary of State CERTIFICATE OF INCORPORATION cf INDIANA BALLET CONSERVATORY, INC. I, TODD ROKITA, Secretary of State of Indiana, hereby certify that Articles of Incorporation of theaboveNon-Profit Domestic Corporation have been presented to me at my office, a ,ten; t,y thQ fi! c nmgri{ , by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991. NOW, THEREFORE, with this document I certify that said transaction will become effective Monday. June 28.2010. In Witness Whereof I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, June 28, 2010. L UUV nviuTA, SECRETARY OF STATE paljg"J9zi Z4.ilf Jii. u` oo ARTICLES OF INCORPORATION 2010 J , S 28 AM f l . 33 OF 5V INDIANA BALLET CONSERVATORY, INC. The undersigned incorporator, desiring to form a corporation ("Corporation") pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991, as amended (the "Ace'), executes the following Articles of Incorporation (these "Articles"): ARTICLE I NAME The name of the Corporation is Indiana Ballet Conservatory, Ino. ARTICLE II CLASSIFICATION OF CORPORATION The Corporation is a public benefit corporation. ARTICLE III PURPOSES AND POWERS Section 3.1 The specific purposes and powers of this Corporation are as follows: a) This Corporation is organized and is to be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended (hereinafter referred to as the "Code"), including (i) the education of the general public in ballet and other forms of dance; (ii) the instruction, choreography and performance of ballet and other forms of dance; (iii) the creation of programs and performances for underserved youth in the greater Indianapolis, Indiana area in order that such youth develop a greater awareness of ballet and other forms of dance; and (iv) the transaction of any and all lawfulbusinessforwhichcorporationsmaybeincorporatedundertheAct; provided that such business is not inconsistent with the Corporation being organized and operated exclusively for educational and charitable purposes within the meaning of Section 501(e)(3) of the Code. All references to the CodecontainedintheseArticlesaredeemedtoincludecorrespondingprovisionsofanyfutureUnited States Internal Revenue law. b) In furtherance of the purposes set forth in this Article III, the Corporation may exercise all the rights and powers conferred on nonprofit public benefit corporations under the laws of the State of Indiana. Section 3.2 No substantial part of the activities of the Corporation shall consist, except as otherwise provided in Section 501(h) of the Code, of carrying on propaganda, or otherwise attempting to influence legislation, nor shall the Corporation participate in, or intervene in (including the publishing or distributing of statements or otherwise), any political campaign on behalf of or in opposition to any candidate for public office. 44509, OME Padj-Y2t Section 3.3 Notwithstanding any other provision of these Articles, this Corporation shall not engage in any activities or exercise any powers, whether express or implied, so as to disqualify the Corporation firm exemption from federal income tax under Section 501(a) of the Code by reason of being an organization described in section 501(c)(3) of the Code. ARTICLE IV TERM OF EXISTENCE The Corporation shall have perpetual existence. ARTICLE V REGISTERED AGENT; REGISTERED OFFICE; PRINCIPAL OFFICE The address of the Corporation's initial registered office in the State of Indiana and the initial registered agent are as follows: Melissa Rust 484 E. Carmel Drive, Suite 215 Carmel, IN 46032 The address of the Corporation's principal office in the State of Indiana is as follows: 484 E. Carmel Drive, Suite 215 Cannel, IN 46032 ARTICLE VI NO MEMBERS The Corporation shall have no members. ARTICLE VII DIRECTORS Upon incorporation, the initial Board of Directors shall consist of three (3) directors. Thereafter, the number of directors shall be specified in or fixed in accordance with the Bylaws of the Corporation; provided, however, that the rttinimutn number of directors shall be three (3). The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. ARTICLE Vill NAME AND ADDRESS OF INCORPORATOR The name and address of the incorporator of the Corporation is as follows: Bobbi Milliken Coolev LLP 2. 445093 v3,9tE Pac"492t 11951 Freedom Drive Reston, VA 20190 ARTICLE IX DISTRIBUTION OF ASSETS UPON DISSOLUTION Section 9.1 The property of the Corporation is irrevocably dedicated to charitable and educational purposes and no part of the net earnings, net income, property or assets of the Corporation shall ever inure to the benefit of, or be distributed to, its members, directors, of tiers, or any 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 purposes set forth in Article III hereof. No part of the net earnings or of the property or assets of the Corporation shall be used other than for the purposes of the Corporation as set forth in Article III hereof or as provided in this Article IX. Section 9.2 In the event of liquidation, dissolution, termination, or winding up of the Corporation (whether voluntary, involuntary or by operation of law), the Board of Directors shall, after paying or making adequate provisions for the payment of all of the liabilities of the Corporation, transfer all of the remaining property and assets of the Corporation to one or more Qualified Organizations, as defined below, as the Board of Directors shall determine. For purposes of this Article IX, "Qual fed Organization" shall mean a corporation or other organization organized and operated exclusively for charitable, educational or scientific purposes, which corporation or other organization at the time qualifies as exempt from income tax under section 501(a) of the Code by reason of being an organization described in Section 501(c)(3) of the Code. Signature Page Follows] 4450!n vaiae Pacm-Oi IN WITNESS WHEREOF, the undersigned incorporator executes these Articles of Incorporation and verifies subject to penalties of perjury that the facts contained herein are true. Dated this 23"day of June, 2010. 4. 445093 v3/RE EXHIBIT D INTERNAL REVENUE SERVICE P. 0. BOX 2508 CINCINNATI, OH 45201 Date: MAY 0 9 2011 INDIANA BALLET CONSERVATORY INC C/O DAUBY OCONNOR & ZALESKI LLC THADDEUS B ZALESKI 501 CONGRESSIONAL BLVD STE 300 CARMEL, IN 46032 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 27-2928161 DLN:. 17053299355000 Contact Person: JOANN DUNHAM ID# 95215 Contact Telephone Number: 877) 829-5500. Accounting Period Ending: July 31 Public Charity Status: 509(a)(2) Form 990 Required: Yes Effective Date of Exemption: June 28, 2010 Contribution Deductibility: Yes Addendum Applies: No We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. Contributions to you are deductible under section 170 of the Code. You are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501(c)(3) of the Code are further classified as either public charities or private foundations. We determined that you are a public charity under the Code section(s) listed in the heading of this letter. Please see enclosed Publication 4221-PC. Compliance Guide for 501(c)(3) Public Charities, for some helpful information about your responsibilities as an exempt organization. Letter 947 (DO/CC) 2- INDIANA BALLET CONSERVATORY INC We have sent a copy of this letter to your representative as indicated in your power of attorney. Enclosure: Publication 4221-PC Sincerely, Lois G. Lerner Director, Exempt Organizations Letter 947 (DOXG) EXHIBIT E STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) AFFIDAVIT I, 13CLyCCk__X I'CMeL ) , an authorized representative Of InCL QCkQ,- - (20n yX1/QCbrX L. ("Grantee"), being first duly sworn upon my oath, state that pursuant to paragraph 2 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 calendar year ending 2019 totaled S i®t, 14u O Signature ( Printed Name &axa y) 5 Subscribed and sworn to before me, the undersigned Notary Public, this day of 0 V f wV1 (( 2020. MODESTA MIRIAM NICASIO RANGEL NOTARY PUBLIC STATE O TN' CLNA Commission Number 0713085 My Commission Expires 05/01/2026 Signature - Notary Public U Printed Name o C%L Resident of t5 iN1 County, Indiana My Commission Expires: C -fI I I10aip f Indiana Ballet Conservatory, Inc. BALANCE SHEET As of September 30, 2020 TOTAL Current Assets Bank Accounts 1101 Savings 71,266.95 1110 Paypal Accounts 0.00 1120 Operating 119,058.97 1130 restricted account 15,026.77 Bill.com Money Out Clearing 0.00 Total Bank Accounts 205,372.69 Accounts Receivable 1140 AR -other (Don't Use) 0.00 1145 AR - Other 0.00 I otal Accounts Reoeivable 0.00 Other Current Assets 1150 AR -Family- SD 13,726.34 1160 Accrued Revenue - Ticket Sales 0.00 1240 Prepaid expenses 6,923.13 Due from Employee 13.45 Undeposited Funds 0.00 Total Other Current Assets 20,662.92 Total Current Assets e22A nay Al Fixed Assets 1410 Property and Equipment 95,094.35 1510 Accumulated Depreciation-86,735.49 Total Fbred Assets cn see oc ML NOJC' J $234,394.47 Accrual Basis Thursday, November 19, 2020 06:26 PM GMT-05:00 112 Indiana Ballet Conservatory, Inc. BALANCE SHEET As of September 30, 2020 TOTAL LIABILITIES AND EQUITY Liabilities Current Liabilities Accounts Payable 2110 Accounts Payable (A/P) 897.36 Total Accounts Payable 897.36 Credit Cards Credit Card - NBOI 0.00 Total Credit Cards 0.00 Other Current Liabilities 2111 Other Current Liabilities 15,854.00 2112 AP- audit 0.00 2114 Prepaid revenue 7,310.95 Direct Deposit Payable 0.00 Payroll Clearing 0.00 Payroll Liabilities Deduction 0.00 Federal Taxes (941 /944) 0.00 IN Income / Local Taxes 1,168.98 IN Unemployment Tax 169.41 Total Payroll Liabilities 1,338.39 PPP Loan 71,200.00 Total Other Current Liabilities 95,703.34 Total Current Liabilities 96,600.70 Long -Term Liabilities 2150 Deferred Lease Expenses 0.00 Total Long -Tenn Liabilities 0,00 Total Liabilities 96,600.70 Equity Opening Balance Equity 2,932.01 Retained Earnings 125,892.20 Net Income 8,969.56 Total Equity 137,793.77 TOTAL LIABILITIES AND EQUITY 234,394.47 Accrual Basis Thursday, November 19, 2020 06:26 PM GMT-05:00 212 Indiana Ballet Conservatory, Inc. PROFIT AND LOSS August - September, 2020 TOTAL Income 5110 Tuition revenue 47,354.81 5111 Registration fee 5,060.00 5120 Private lessons 34,231.35 5140 Corporate donations 25.20 5191 YAGP/Competition fee 10,825.00 5195Interest Income 1.79 Total Income 97,498.15 GROSS PROFIT 97,498.15 Expenses 6210 Marketing 209.00 6311 Office Expense 1,205.11 6320 Professional fees 1,300.00 6330 Salary - classes 20,099.55 6331 Salary - private lessons 22,390.50 6334 payroll taxes 3,545.23 6335 Admin Salary 3,708.34 6338 Admin Wages - 1099 1,880.00 6340 Payroll Fees - 439.49 6350 Lease Expenses 13,846.26 6360 Credit Card Charges 2,776.47 6373 Summer Intensive Gala 2,750.00 6410 Storage Rental Expense 456.00 6420 Cleaning Expense 2,700.00 6450 Utilities 1,922.23 6510 Repair & Maintenance 282.00 6521 Competition Expense - YAGP, WABC 4,637.24 6680 Equipment 2,477.97 6710Insurance 1,484.20 6810 Studio Director fee 398.00 6812 Bank Charges 21.00 Payroll Expenses Wages F Total Payroll glenses 0.00 0.00 Total Expenses 86,528.59 NET OPERATING INCOME _-- - -- _- --- - - - --- 81989.56 NET INCOME - - ------"-- - 8,969.56 Accrual Basis Thursday, November 19. 2020 06:27 PM GMT-05:00 1/1 Indiana Ballet Conservatory, Inc. PROFIT AND LOSS August 2019 - July 2020 TOTAL Income 5110 Tuition revenue 246,006.00 5111 Registration fee 8,430.00 5120 Private lessons 204,097.26 5121 Summer program 77,190.00 5124 Summer Program Performace (Gala) 250.00 5127 Audition Fee 240.00 5130 individual donations 7,350.00 5140 Corporate donations 44.28 5150 Grants 34,000.00 5170 Fundrasing 50.00 5180 Ticket Sales Nutcracker 53,072.80 5181 Gift Table sales Nutcracker 8,675.30 5182 Ad Sales 170.00 5188 Nutcracker performance fee 19,340.00 5190 Spring Performance fee 20,260.00 5191 YAGP/Competition fee 55,254.78 5195 Interest Income 1.26 5290 Misc. Income 2,420.00 5291 Closet sales income 1,366.00 5292 Parent Association 1,135.97 Square Income 0.00 Total Income 739,353.65 GROSS PROFIT 739,353.65 Expenses 6210 Marketing 924.46 6250 Fundraising Expense 2,518.66 6311 Office Expense 8,404.64 6312 Parent Association Expenses 555.01 6320 Professional fees 12,400.00 6330 Salary - classes 158,075.25 6331 Salary - private lessons 146,849.50 6332 Salary-Indep. Contractor 7,692.09 6333 Indep Contractor Privates 120.00 6334 payroll taxes 28,422.85 6335 Admin Salary 45,083.37 6338 Admin Wages - 1099 4,717.00 6340 Payroll Fees 1,733.18 6350 Lease Expenses 85,609.46 6357 Master Class Expense 487.50 6360 Credit Card Charges 25,965.48 6373 Summer Intensive Gala 3,618.57 Accrual Basis Thursday, November 19, 2020 06:29 PM GMT-05:00 1/2 Indiana Ballet Conservatory, Inc. PROFIT AND LOSS August 2019 - July 2020 6390 Misc. Expenses 6410 Storage Rental Expense 6420 Cleaning Expense 6450 Utilities 6510 Repair & Maintenance 6520 Nutcracker Performance 6521 Competition Expense - YAGP, WABC 6524 Spring performance exp 6710Insurance 6710 Taxes Paid 6711 Fees & Licenses 6810 Studio Director fee 6812 Bank Charges Payroll Expenses Wages Total Payroll Expenses Uncategorized Expense Total Expenses -- - — -- ---_ _ NET OPERATING INCOME TOTAL 272.79 2,661.00 2,100.00 8,975.70 916.47 39,656.53 46,815.64 1,691.44 3,819.80 906.83 240.77 2,388.00 177.81 281.25 281.25 4,671.48 639,409.57 Other Expenses Reconciliation Discrepancies 18.81 Total Other Expenses $18.81 NET OTHER INCOME $-18.81 NET INCOME $99,925.27 Accrual Basis Thursday, November 19, 2020 06:29 PM GMT-05:00 212 Indiana Ballet Conservatory, Inc. BALANCE SHEET As of July 31, 2020 TOTAL ASSETS Current Assets Bank Accounts 1101 Savings 71,285.16 1110 Paypal Accounts 146.10 1120 Operating 121,381.93 1130 restricted account 15,026.77 Bill.com Money Out Clearing 975.00 Total Bank Accounts 208,814.96 Accounts Receivable 1140 AR -other (Don't Use) 0.00 1145 AR - Other 0.00 Total Accounts Receivable sann Other Current Assets 1150 AR -Family- SD 7,272.54 1160 Accrued Revenue - Ticket Sales 0.00 1240 Prepaid expenses 6,923.13 Due from Employee 13.45 Undeposited Funds 0.00 Total Other Current Assets 14,209.12 Total Current Assets 223,024.08 Fixed Assets 1410 Property and Equipment 95,094.35 1510 Accumulated Depreciation 86,735.49 Total Fbced Assets 8,358.86 TOTAL ASSETS 231,382.94 Accrual Basis Thursday, November 19, 2020 06M PM GMT-05:00 1/2 Indiana Ballet Conservatory, Inc. BALANCE SHEET As of July 31, 2020 TOTAL LIABILITIES AND EQUITY Liabilities Current Liabilities Accounts Payable 2110 Accounts Payable (A/P) 2,869.66 Total Accounts Payable 2,869.66 Credit Cards Credit Card - NBOI 0.00 Total Credit Cards 0.00 Other Current Liabilities 2111 Other Current Liabilities 14,734.60 2112 AP- audit 0.00 2114 Prepaid revenue 12,082.82 Direct Deposit Payable 0.00 Payroll Clearing 0.00 Payroll Liabilities Deduction 0.00 Federal Taxes (941/944) 504.45 IN Income / Local Taxes 1,094A7 IN Unemployment Tax 72.73 Total Payroll Liabilities 1,671.65 PPP Loan 71,200.00 Total Other Current Liabilities $99,689.07 Total Current Liablildes $102,658.73 Long -Term Liabilities 2150 Deferred Lease Expenses 0.00 Total Long -Term Liabilities $0.00 Total Liabilities $102,558.73 Equity Opening Balance Equity 2,932.01 Retained Earnings 25,966.93 Net Income 99,925.27 Total Equity $128,824.21 TOTAL LIABILITIES AND EQUITY $231,382.94 Accrual Basis Thursday, November 19, 2020 06:30 PM GMT-05:00 212 Caution: Forms printed from within Adobe Acrobat products may not meet IRS or state taxing agency specifications. When using Acrobat, select the 'Actual Size" in the Adobe "Print" dialog. CLIENT'S COPY n29ngin 11AAAr'i nn7P.GMnq., 2n1A_nSna1 TNTITANA RAT.T.F.T rnNARRVATn n07P_AM1 so Dauby O'Connor & Zaleski, LLC A Limited Liability Company Certified Public Accountants June 4, 2020 INDIANA BALLET CONSERVATORY, INC. 849 W. Carmel Drive CARMEL, IN 46032 INDIANA BALLET CONSERVATORY, INC.: Enclosed is the organization's 2018 Exempt Organization return. The state Exempt Organization Annual Report is also enclosed. These should be signed, dated, and mailed, as indicated. Specific filing instructions are as follows. FORM 990 RETURN: This return has qualified for electronic filing. After you have reviewed the return for completeness and accuracy, please sign, date and return Form 8879-EO to our office. We will transmit the return electronically to the IRS and no further action is required. Return Form 8879-EO to us by June 15, 2020. INDIANA FORM NP-20: The Indiana Form NP-20 should be mailed as soon as possible to: Indiana Department of Revenue Tax Administration P.O. Box 6481 Indianapolis, Indiana 46206-6481 No payment is required. The report should be signed and dated by the authorized individual(s). Copies of all the returns are enclosed for your files. We suggest that you retain these copies indefinitely. Sincerely, ELLEN WILDE TAX RETURN FILING INSTRUCTIONS FORM 990 FOR THE YEAR ENDING July 31, 2019 Prepared For: INDIANA BALLET CONSERVATORY, INC. 849 W. Carmel Drive CARMEL, IN 46032 Prepared By: DAUBY O'CONNOR & ZALESKI, LLC 501 CONGRESSIONAL BLVD #300 CARMEL, IN 46032 Amount Due or Refund: Not applicable Make Check Payable To: Not applicable Mail Tax Return and Check (if applicable) To: Not applicable Return Must be Mailed On or Before: Not applicable Special Instructions: This return has qualified for electronic filing. After you have reviewed the return for completeness and accuracy, please sign, date and return Form 8879-EO to our office. We will transmit the return electronically to the IRS and no further action is required. Return Form 8879-EO to us by June 15, 2020 IRS a -file Signature Authorization Form 8879-EO for an Exempt Organization For calendar year 2018, or fiscal year beginning AUG I . 2018, and rding JUL 31 ,2019 Deparbnent of the Treasury 1 Do not send to the IRS Keep for your records. Name and title of officer MARY NOLD LARIMORE uz1lpw OMB No. 1545-1878 2018 ligation number Check the box for the return for which you are using this Form 8879-E0 and enter the applicable amount, if any, from the return. If you check the box on line la, 2a, 3a, 4a, or 5a, below, and the amount on that line for the return being filed with this form was blank, then leave line 1b, 2b, 3b, 4b, or Sb, whichever Is applicable, blank (do not enter -0-). But, if you entered -0- on the return, then enter -0. on the applicable line below. Do not complete more than one line in Part I. Is Form 990 check here QX b Total revenue, If any (Form 990, Part Vlll, column (A), line 12) .................... 2a Form 990-EZ check here E l b Total revenue, if any (Form 990-EZ, line 9) 3a Form 1120-POL check here EJ b Total tax (Form 1120-POL, line 22) ........................ . 4a Form 990-PF check here () b Tax based on Investment income (Form 990-PF, Part VI, line 5) _. 5a Form 8868 check here Q b Balance Due (Form 8868, line 3c) 1b 718,100. 2b 3b 4b 5b Part 11 1 nature Authorization of Officer Under penalties of perjury, I declare that I am an officer of the above organization and that I have examined a copy of the organization's 2018 electronic return and accompanying schedules and statements and to the best of my knowledge and belief, they are true, correct, and complete. I further declare that the amount in Part I above is the amount shown on the copy of the organization's electronic return. I consent to allow my intermediate service provider, transmitter, or electronic return originator (ERO) to send the organization's return to the IRS and to receive from the IRS a) an acknowledgement of receipt or reason for rejection of the transmission, (b) the reason for any delay in processing the return or refund, and (0) the date of any refund. If applicable, I authorize the U.S. Treasury and its designated Financial Agent to initiate an electronic funds withdrawal (direct debit) entry to the financial institution account indicated in the tax preparation software for payment of the organization's federal taxes owed on this return, and the financial institution to debit the entry to this account. To revoke a payment, 1 must contact the U.S. Treasury Financial Agent at 1-888.353- 537 no later than 2 business days prior to the payment (settlement) date. I also authorize the financial institutions involved in the processing of the electronic payment of taxes to receive confidential information necessary to answer inquiries and resolve issues related to the payment. I have selected a personal Identification number (PIN) as my signature for the organization's electronic return and, if applicable, the organization's consent to electronic funds withdrawal. Officer's PIN: check one box only X l authorize DAUBY_ O'CONNOR & ZALESKI LLC to enter my PIN 1 12345 ERO firm name Enter five numbers, but do not enter all zeros as my signature on the organization's tax year 2018 electronically filed return. If I have indicated within this return that a copy of the return is being filed with a state agency(ies) regulating charities as part of the IRS Fed/State program, I also authorize the aforementioned ERO to enter my PIN on the return's disclosure consent screen. Q As an officer of the organization, I will enter my PIN as my signature on the organization's tax year 2018 electronically filed return. If I have indicated within this return that a copy of the return is being filed with a state agency(jes) regulating charities as part of the IRS Fed/State program, 1 will enter my PIN on the return's disclosure consent screen. Officer's signature Date Part ill I Certification and Authentication ERO's EFIN/PIN. Enter your six -digit electronic filing identification number (EFIN) followed by your five-digft self-selected PIN. 3532085426571 Do not enter all zeros I certify that the above numeric entry is my PIN, which is my signature on the 2018 electronically riled return for the organization indicated above. I confirm that I am submitting this return in accordance with the requirements of Pub. 4163, Modernized a -File (MeF) Information for Authorized IRS e-file Providers for Business Returns. ERO's signature DAUBY 0' CONNOR & ZALESKI , LLC Date IN- ERO Must Retain This Form - See Instructions Do Not Submit This Form to the IRS Unless Requested To Do So LHA For Paperwork Reduction Act Notice, see instructions. Form 8879-EO (2018) 823051 10-26-18 I n9.70610 11Ad64 no7.p. RMT)22 2n1 R. n5091 TNnTANA RAT,T,RT (`ONRF.RVATO T)07.P_CM1 EXTENDED TO JUNE 15, 2020 Return of Organization Exempt From Income Tax OMB No. 15 5p0047 Form 990 Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) 2018 Department of the Treasury Do not enter social security numbers on this form as it may be made public Open to Public internal Revenue Service BO,Go to www.irs.gov/Form9W for instructions and the latest information. Inspection A For the 2018 calendar year, or tax year beginning AUG 1 2018 and ending JUL 31, 2019 B Check if C Name of organization D Employer identification number applicable: l`a,a INDIANA BALLET CONSERVATORY, INC. cnnge 8161Doingbusinessas 0 itialerica Number and street (or P.O. box if mail is not delivered to street address) Room/suite E Telephone number OFinal 849 W. CARMEL DRIVE 317-379-1188 acedtermi° Cityor town, state or province, count and ZIP or foreignpcountry, g postal code G Cuoss receipts a 718,100. AmendedeWrn CARMEL IN 46032 H(a)Isthisagroupretum F Name and address of principal officer. MARY NOLD LARIMOREed"a for subordinates? QYes XD No panding SAME AS C ABOVE H(b) Are all subordinates mcluded7E:1 Yes No If "No," attach a list. (see instructions) H c Group exam tion number Tax-exempt status: M 501 c 3 501 c / insert no. 0 4947 a 1 or 527 d Website: 10, WWW. INDIANABALLETCONSERVATORY.ORG K Form of organization: X Corporation Trust Association Other L Year of formation: 2 010 M State of le al domicile: IN I Part I ( Summary 1 Briefly describe the organization's mission or most significant activities: INDIANA BALLET CONSERVATORY, 0 INC. IS A NOT —FOR —PROFIT CORPORATION THE "CORPORATION") ORGANIZED c2 Check this box Q ff the organization discontinued its operations or disposed of more than 25e/s of its net assets. c3 Number of voting members of the governing body (Pan Vl, line la) .... .... ......... _......... . _........._. _.._...,_ 3 7 4 Number of independent voting members of the governing body (Part VI, line lb) m 5 Total number of individuals employed in calendar year 2018 (Part V, line 2a) 5 11 6 Total number of volunteers(estimate if necessary) ............ -.... 6 100 7a 0. a7 a Total unrelated business revenue from Part V111, column (C), line 12 b Net unrelated business taxable income from Form 990-T, line 38 ........ . ........ .....--........ ......... 7b 0. Prior Year Current Year 88,324. 37,184. m 8 Contributions and grants (Part Vlll, line lh) _........ __........ 623,075. 677,096. u9 Program service revenue (PartVlll,line2g) m 10 Investment income (Part Vlll, column (A), lines 3,4, and 7d) __._... .... ___..._............. 4. 0. cc 11 Other revenue (Part Vill, column (A), lines 5,6d, 8c, go, 10c, and Ile) ........................ 9,502. 3,820. 12 Total revenue- add lines 8 through 11 must equal Part Vil I, column line 12 720,905. 718,100. 13 Grants and similar amounts paid (Part IX, column (A), lines 13) .................. 0. 0. 0 . 0 . 14 Benefits paid to or for members (Part IX, column (A), line 4) ....................................... 403,740. 384,797. v, 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) 16a Professional fundraising fees (Part IX, column (4), line 11 a) . ......................................... 0. 0. 9. b Total fundraisin es IX, columngexpenses (Part (D), line 25) 710. 311 220. 322 614. m 17 Other expenses (Part IX, column (A), lines ll a-11 d, 11 f-24e)...__ ................................ 18 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25) ............... 714,960. 707,411. 19 Revenue less expenses. Subtract line 18 from line 12................................................ 5,945. 10,689. o Be innin of Current Year End of Year 100,130. 98,274. y20 Total assets (Part X, line 16)...... ..................... ............... ......... .......................... I...... a 21 Total liabilities (Part X, line 26)„............................................................................... 36,306. 23,761. 22 Net assets or fund balances. Subtract line 21 from line 20.......................................... 1 63,824.1 74,513. Part it I Signature Block Under penalties of perjury, I declare that 1 have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which meparer has anv knowledge. Sign Signature of officer Date Here MARY NOLD LARIMORE, BOARD PRESIDENT Type or print name and title PrinVType preparer's name Preparer's signature Date cheek 0 PTIN Paid ELLEN WILDE seltemloed P 01254265 Preparer Firm'sname Ill. DAUBY O'CONNOR & ZALESKI, LLC Firm'sEIN **—***0664 Use Only Firm'saddressill. 501 CONGRESSIONAL BLVD #300 CARMEL, IN 46032 Phoneno-017) 848-5700 May the IRS discuss this return with the preparer shown above? (see instructions) n Yes 0 No e32001 12-31-1e LHA For Paperwork Reduction Act Notice, see the separate instructions. Form 990 (2018) SEE SCHEDULE 0 FOR ORGANIZATION MISSION STATEMENT CONTINUATION EXHIBIT F N D I A N A BALLET CONSERVATORY Honoring Tradition, Inspiring Innovation. IBC Board of Directors 2020— 4 Members Mary Nold Larimore, J.D. (President) Mary Nold Larimore recently retired from Ice Miller LLP, where she was a senior partner. Her primary practice concentration was in litigation, focusing on the defense of pharmaceutical and medical device companies in product liability litigation, as well as general liability litigation involving toxic torts, commercial litigation, and property damage. Mary received her Bachelors from Indiana University and graduated cum laude from Indiana University School of Law - Bloomington. Larimore has served as national counsel in multi jurisdictional litigation, and regularly addresses the scientific, epidemiologic and complex medical issues that arise in that context. She has been active in publishing and speaking on issues concerning product liability, legal issues affecting the liability of pharmaceutical and drug and device manufacturers, privacy, electronic discovery, and the Federal Rules of Evidence. Her introduction to the arts began at an early age, learning to play both piano and flute. Larimore has always enjoyed adventure, including hiking through the Salcantay Pass in the Andes mountains to Machu Picchu, hiking the famous Haute Route from the base of Mont Blanc in Chamonix, France to the base of the Matterhorn in Switzerland, as well as skiing and hiking in the Rocky Mountains and parasailing in the Alps. Mary and Jim have been married 29 years, and they are the proud parents of 3 beautiful girls. i- Indiana Ballet Conservatory, 849 West Cannel Drive, Carmel, Indiana 46032 www.indianaballetconservatory.org Sarah Ames, CPA and Audit Senior Manager, Dauby O'Conner & Zaleski Treasurer of the Board and Grants Chair) Sarah Ames graduated from the Indiana University Kelley School of Business in Indianapolis receiving a Bachelor of Science in Accounting & Finance. During her time at Kelley, she was the president of the Kelley Indianapolis Accounting Association where she worked to connect students to professionals in various industries. Upon graduation, Sarah began working at Dauby O'Connor & Zaleski, LLC ("DOZ") in the audit department working in the multi -family housing industry. In addition to advancing her career and managing a national client portfolio in the audit department, Sarah became the head of college recruiting at ItIPUI and the head of the Diversity, Equity and Inclusion committee for DOZ. Sarah's love of the arts began at an early age when she began performing in various bands, orchestras, and pit orchestras playing clarinet. In addition to serving on the board, she enjoys hiking, traveling around the country, and volunteering with various animal rescue organizations. Iona Pecar, Pounder ofFidsFirst Adoption Services (Board Member) Inna was born in Cherkassy, Ukraine and came to the United States with her young son in 1990. She attained a Masters in Education in Ukraine and a Masters of Social Work from Indiana University and has been a Licensed Clinical Social Worker since 1998. With her husband Steve, she is the co-founder and Executive Director of KidsFirst Adoption Services, a licensed Child -Placing agency formed in 1998, and the co-founder and President of Advocates Home Health Care, a licensed home health care provider, formed in 2009. She is also one of the founding board members of KidsFirst Foundation, Inc., a Section 501(c)(3) not -for -profit with the mission of helping to meet basic humanitarian needs of children in orphanages, promoting the adoption of children without families, and providing a network of support for families of adopted children. Indiana Ballet Conservatory, 849 West Carmel Drive, Carmel, Indiana 46032 www.indianaballetconservatory.org Growing up in Ukraine, Inna has always loved ballet. Her affiliation with the IBC faculty predates the inception of IBC, as her son, Mark, had the incredible opportunity to train under the tutelage of Sergey Sergiev, Alyona Yakovleva-Randall and Tatiana Pali from 2003 through his graduation in 2015. At IBC, Mark developed a strong dedication and devotion to dance and excelled at a high level, but also learned invaluable life skills like personal responsibility to others, time management and the importance of arts to our well-being. Inna has seen the benefits to children from the kind of discipline taught at IBC and believes strongly in the mission of IBC of providing the finest dance education in a nurturing environment and is excited to work to further the goals of IBC. David Ingram (Board Member) David Ingram is a recent addition to the IBC board and is the former owner in a technology company which developed software and provided technical support to business, schools, and governments primarily in Indiana. He also was an owner in health care provider serving as treasurer, COO and held a health care administrators license in the state of Indiana. He has supervised large staffs and created personnel policies/procedures during his ownership in the organization. He has acted as project management for a construction company and provided day to day supervision of staff while working with subcontractors and suppliers during a multi -million dollar project. David has been an investor in small business and has provided brokerage services for business buyers and sellers and holds a real estate license. David is married with 2 sons and has 2 granddaughters in ballet. His hobbies include golf and he holds a private pilots license for multi -engine aircraft with an instrument rating. David received his BS degree from Indiana State University in Business with a double major in accounting and marketing. He has several hours of continuing education in health care administration, business law, real estate law, technology, mergers and acquisitions, and personnel administration. W_ Indiana Ballet Conservatory, 849 West Carmel Drive, Cannel, Indiana 46032 www.indianaballetconservatory.org C C N D I A N A BALLET ICON SFR. VAT ORY Honorig Trodittm k apfWg Inmvalion. Indiana Ballet Conservatory — 2021 Grant Application — Exhibit G Year - End Report on 2019/2020 - $25,000 Grant Award Indiana Ballet Conservatory is a 501c3 not -for -profit organization situated in Carmel that is dedicated to supporting and furthering the arts through the teaching of dance and ballet, producing ballet productions and performances of dance and music including new choreography created by the Artistic Staff, and engaging in outreach to the artistically underserved through free performances, workshops and other events. IBC has three primary and complementary missions: To provide premiere dance instruction to a growing community of youth through education of the highest excellence by unparalleled instructional methodology and renowned instructors; To provide professional performance opportunities for talented students that will reach an ever -broadening audience of those who appreciate art in Indiana; To connect with the community through free performances and educational opportunities for everyone including the underserved, the elderly, and those with disabilities or special needs. Indiana Ballet Conservatory's 2019/20120 Proposal included the following categories and allocation of percentages for a grant that was made in the amount of $25,000: Productions: 27% of grant funds ($6,750) was to be allocated to support the costs associated with IBC's professional ballet productions, and the cost of creating new and innovative productions, including costs to upgrade or purchase new costumes and sets for IBC's productions under development. IBC specifically allocated 2019/2020 Grant funds to support its performances in Carmel only, which included: December 2019 City of Carmel's Christkindlmarkt, 2019 Nutcracker performance at the Palladium and demonstrations and classes at the Russian School of Indiana held at Carmel High School. Page 1 of 2 Scholarships: 13% or $3,250 was to be allocated to support scholarships for highly talented students at the Carmel Conservatory who are economically -challenged. These funds were awarded to IBC scholarship applicants with great talent and economic need so that they could continue their studies at our Carmel studios. Faculty Compensation and General Operating: 40% or $10,000 was to be allocated to Faculty Compensation and other operating expenses to enable IBC to continue its three-part mission including the provision of dance classes and Master Classes in Carmel and the development of its Carmel productions. IBC's Artistic Faculty is unparalleled anywhere in the Midwest in the scope of their performance careers, their academic training, and their results measured by choreography awards and the success of graduates of the Conservatory. (See Attached Faculty Bios). Outreach: 20% or $5,000 was to be spent in outreach, by providing access to IBC performances to children and families in need who are underserved artistically. The funds were to cover the costs of tickets to productions and enable IBC to bring its art to students and members of the community in Carmel in a variety of venues. Each year in March, IBC invites the public, free of charge, to the YAGP dress rehearsal at the Booth Tarkington Civic Theater, unfortunately this year, due to the COVID-19 global pandemic, IBC was not able to have its spring showcase performance. We truly hope that IBC will be able to provide this special access to patrons in 2021. IBC also gifted or discounted approximately 100 tickets at an average cost of 50 per ticket to its various performances throughout the year, which includes The Nutcracker performance at The Palladium. Page 2 of 2 RESOLUTION NO. BPW 02-03-21-19 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrant Indiana Music Education Association Foundation.docx1/27/202110:30AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and Indiana Music Education Association Foundation (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: That on behalf of Grantee, a not -for -profit corporation, 1, Lane Velayo , 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, agrees to grant $ 7,000.00 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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, unaudited Balance Sheet and Income Statement, 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 8 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who 2 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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. 3 14. 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 Grant amount set forth herein shall be the fill] and maximum compensation and monies required of City to be paid to Grantee under or pursuant to his Agreement. 15. 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. 16. 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: Indiana Music EdiAtion Association Foundation ("Grantee") By: (Signature) Printed Name of Officer: Lane Velayo Title: Executive Director Date: November 16, 2020 CITY OF CARMEL ("Grantor") By: Pffrw 'o`^a James Brainard, Mayor 1-13-2021 Date: 1-13-2021 If you have any question conceming the City of Carmel's 2021 Arts Grant Program, grant writing, guidelines or application materials, contact: Sharon Kibbe, City of Carmel. One Civic Square. Carmel, IN 46032. Phone: 317.n71-2483, ski el.in.eov. 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Indiana Music Education Association Foundation Address:_ PO Box 30558 Indianapolis, Indiana 46230-0558 Telephone: 317-342.4100 Fax: n/a Contact Person:_ Lane Velavo Email: lane@imeamusic.org APPLICATION AMOUNT: S 7,000.00 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Please see additional page for description of proposed use of the grant funds. Additional pa,es may be added to Exhibit "A") Printed Name of Officer: Lane Velavo Title: Executive Director Date: November 16, 2020 City of Carmel, Indiana Arts Grant Program Indiana Music Education Association Foundation Grant Request Attachment A: Description of Proposed Use of the Grant Funds — additional page November 16, 2020 The Indiana Music Education Association hosts eight Honor and All State Ensembles every year that highlights the best and brightest elementary, junior high, and high school students in the State of Indiana. The ensembles focus on performing quality literature and education, while allowing students the opportunity to play with other high caliber students and nationally respected clinicians to work with each. The Honor and All -State Ensembles include: Elementary School Honor Choir 0 165 Students participating Middle School Honor Choir 0 165 Students participating Junior All State Jazz Band 0 25 Students participating All State Jazz Band 0 25 Students participating Honor Band 0 120 Students participating All State Honor Choir 0 275 Students participating Junior All State Orchestra 0 60 Students participating All State Orchestra 0 97 Students participating In past years, IMEA would host all Honor and All -State Ensembles at the annual IMEA Professional Development Conference, a three-day event that takes place in Ft. Wane in January. The ensembles were a highlight of the Conference that was attended by around 1000 educators from Indiana and neighboring states. For 2021 and due to the current restrictions from the Coronavirus pandemic, IMEA has decided to move the Conference to a virtual event. This prevents the students from performing at the Conference. In order to give these musically successful students an opportunity to experience performing with other top students around the state in 2021, IMEA will be presenting a special, two weekend performance of all Honor and All -State Ensembles at The Palladium in Carmel on May 22 and June 4, 2021. To make this event a successful experience for each student and their families, this grant would help fund and advertise the Honor/All State Ensemble performances at The Palladium. Each concert is free and open to the public, many times bring in over 2000 teachers and parents to the concerts. The opportunity to perform in a professional venue like the Palladium is an experience many students do not get during their scholastic career. Through this generous grant opportunity, IMEA will be able to foster an environment that combines learning opportunities with an opportunity to perform at a highly respected, professional venue such as The Palladium. 10:00 AM Indiana Music Education Association 5115120 Accrual Basis 2020-2021 Budget July 2020 through June 2021 Jul '20 - Jun '21 Ordinary Income/Expense Income 40000 • Registrations 293,800.00 40050 • Royalty Income 10,000.00 40100 • Ticket Sales 20,452.50 40150 • Member Dues 40155 • Individual 18,000.00 40160 • Corporate 2,500.00 Total 40150 • Member Dues 20,500.00 40210 • Support from IMEA Foundation 36,000.00 40250 • Exhibit Booth Rental 36,000.00 40300 - Advertising 18,600.00 40350 • Sponsorships 14,500.00 40450 • Reimbursements 0.00 40500 • Interest and Dividends 0.00 Total Income 449,852.50 Gross Profit 449,852.50 Expense 50000 • Personnel 50015 • Conductor Stipends 13,400.00 50020 • Project Chair Stipends 17,345.00 50030 • Accompanist Stipends 5,800.00 50040 • Sub Pay 300.00 50050 • Clinician Stipends 6,800.00 50070 • Other 1,700.00 51000 • Taxes and Benefits 51010 • Benefits 190.00 Total 51000 • Taxes and Benefits 190.00 Total 50000 • Personnel 45,635.00 52000 • Professional Fees 52005 • Accounting 7,300.00 52030 • Management Fees 114,670.00 52025 • Other Professional Fees 5,950.00 52000 • Professional Fees - Other 0.00 Total 52000 • Professional Fees 127,920.00 53000 • Printing 14,760.00 63100 • Postage 5,589.35 53300 • Supplies 8,837.92 53400 • Website/Technology 7,749.00 53500 • Office Equipment 8,130.00 53600 • Telephone & Internet 2,200.00 53700 - Professional Development 1,600.00 53800 • Marketing 2,500,00 53900 • Insurance 2,780.00 Page 1 of 2 10:00AM Indiana Music Education Association 5115120 Accrual Basis 2020-2021 Budget July 2020 through June 2021 Jul'20-Jun'21 54000 • Bank and Credit Card Fees 7,961.00 54100 • Advocacy 3,000.00 54200 - Travel 14,402.24 54300 • Meals 27,339.08 54400 • Hotel 82,857.35 54500 - Facility Rental 59,379.20 54700 • Misc. Event Expenses 54705 • Scholarships 0.00 54700 • Misc. Event Expenses - Other 8,925.00 Total 54700 • Misc. Event Expenses 8,925.00 54800 - Miscellanous Expense 2,845.00 Total Expense 434,310.14 Net Ordinary Income 15,542.36 Net Income 1.5,572, 66 Page 2 of 2 State of Indiana Office of the Secretary of State Certified Copies To Whom These Presents Come, Greeting: I, CONNIE LAWSON, Secretary of State of Indiana, do hereby certify that I am, by virtue of the laws of the State of Indiana, the custodian of the corporate records and the proper official to execute this certificate. I further certify that this is a true and complete copy of this 2 page document consisting of the following records filed in this office: Certification Date: June 13, 2016 Business Name: INDIANA MUSIC EDUCATION ASSOCIATION FOUNDATION INC. Business ID: 2012121400584 Transaction Date Filed No. of Articles of Incorporation I 12/14/2012 2 I Total No. of pages I 2 In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, June 13, 2016 4V CONNIE LAWSON SECRETARY OF STATE Page 1 Of 3 Certificate[D:9376283 State of Indiana Office of the Secretary of State CERTIFICATE OF INCORPORATION of INDIANA MUSIC EDUCATORS ASSOCIATION FOUNDATION INCORPORATED I, Connie Lawson, Secretary of State of Indiana, hereby certify that Articles of Incorporation of the above Non -Profit Domestic Corporation has been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991. NOW, THEREFORE, with this document I certify that said transaction will become effective Friday, December 14, 2012. In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, December 14, 2012 CONNIE LAWSON, SECRETARY OF STATE 2012121400584/ 2012121400584 RECEIVED 12/14/2012 02:38 PM APPROVED AND FILED CONNIE LAWSON INDIANA SECRETARY OF STATE 12/14/2012 2:43 PM ARTICLES OF INCORPORATION Formed pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991. AND PRINCIPAL OFFICE INDIANA MUSIC EDUCATORS ASSOCIATION FOUNDATION INCORPORATED II - REGISTERED OFFICE AND AGENT \ LANE VELAYO 100 E THOMPSON RD, INDIANAPOLIS, IN 46227 ARTICLE III — INCORPORATORS LANE VELAYO 100 E THOMPSON RD, INDIANAPOLIS, IN 46220 Signature: LANE VELAYO ARTICLE IV — GENERAL INFORMATION Effective Date: 12/14/2012 Type of Corporation: Public Benefit Corporation Does the corporation have members?: No The purposes/nature of business TO ENSURE THE FUTURE OF MUSIC EDUCATION IN INDIANA, THE INDIANA MUSIC EDUCATION ASSOCIATION FOUNDATION SUPPORTS OF THE EFFORTS OF THE INDIANA MUSIC EDUCATION ASSOCIATION AND TO ASSIST THE NEEDS OF INDIANA'S SCHOOL CHILDREN. Distribution of assets on dissolution or final liquidation ASSETS WILL BE DISTRIBUTED TO THE INDIANA MUSIC EDUCATION ASSOCIATION. Page 1 of 1 Control Number 2012121400584 / DCN 20121 Transaction Id TR12121400150 INTERNAL REVENUE SERVICE P. 0. BOX 2508 CINCINNATI, OH 45201 Date: A66 18 Zog INDIANA MUSIC EDUCATION ASSOCIATION FOUNDATION C/O LANE VELAYO 100 E THOMPSON RD INDIANAPOLIS, IN 46227 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 46-2272366 DLN: 17053169378023 Contact Person: CUSTOMER SERVICE IDN 31954 Contact Telephone Number: 877) 829-5500 Accounting Period Ending: June 30 Public Charity Status: 509(a)(3) Form 990 Required: Yes Effective Date of Exemption: December 14, 2012 Contribution Deductibility: Yes Addendum Applies: Yes We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. Contributions to you are deductible under section 170 of the Code. You are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501(c)(3) of the Code are further classified as either public charities or private foundations. we determined that you are a public charity under the Code section(s) listed in the heading of this letter. Specifically, we have determined that you are a Type II supporting organization under section 509(a)(3). A Type II supporting organization is supervised or controlled in connection with one or more publicly supported organizations. For important information about your responsibilities as a tax-exempt organization, go to www.irs.gov/charities. Enter 114221-PC" in the search bar to view Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities, which describes your recordkeeping, reporting, and disclosure requirements. Letter 947 2- INDIANA MUSIC EDUCATION ASSOCIATION We have sent a copy of this letter to your representative as indicated in your power of attorney. Sincerely, Director, Exempt Organizations Letter 947 STATE OF INDIANA SS: COUNTY OF HAMILTON AFFIDAVIT I, Lane Velayo , an authorized representative of Indiana Music Education Association Foundation ("Grantee"), being first duly swom upon my oath, state that pursuant to paragraph 2 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 calendar year ending 2019 totaled $ a o o Signature Printed Name Lane Velayo pp '' Subscribed and sworn to before me, the undersigned Notary Public, this IV fl U t v,,,6 12020. D Chastity N. LayNotary Public -State of IndianaCommission Number: 0669662MY 4&EAJc] Pxpires: 6/28/2023 tgnature- Notary is Printed Name liV WA -I4 Resident of RtCM I l f v w My Commission Expires: day of County, Indiana V 1 D-- 1 ao a-3 2:30 PM Indiana Music Educators Association Foundation, Inc. 07/19/20 Balance Sheet Accrual Basis As Of June 30, 2020 Jun 30, 20 Jun 30, 19 ASSETS Current Assets Checking/Savings 10200 • NBOI Bank Account Total Checking/Savings Accounts Receivable 11000 • Accounts Receivable Total Accounts Receivable Other Current Assets 12700 • Grants Receivable Total Other Current Assets Total Current Assets TOTAL ASSETS LIABILITIES & EQUITY Liabilities Current Liabilities Other Current Liabilities 27300 • Due To (From) IM EA Total Other Current Liabilities Total Current Liabilities Total Liabilities Equity 32000 • Unrestricted Net Assets Net Income Total Equity TOTAL LIABILITIES & EQUITY 100,616.73 31,859.04 100,616.73 31,859.04 1 inn nn 1 Inn nn 1,tuu.uu 1,100.00 0.00 21,631.25 0.00 21,631.25 102,316.73 54,590.29 102,316.73 54,590.29 2,608.15 2,136.00 o ana 1. o 1oa nn Z,nun.15 Z, 136AU 2,608.15 2,136.00 52,454.29 37,353.89 A70AA On 1. 1nn nn aa,rua.on J4454.29 102,316.73 54,590.29 Page 1 2:30 PM Indiana Music Educators Association Foundation, Inc. 07/19/20 Income Statement Accrual Basis July 2019 through June 2020 Jul'19 -Jun 20 Ordinary Income/Expense Income 40000 • Grants 40130 • Local Grants 40100 - Government Grants 40150- State Grants Total 40100 • Government Grants 40500 - Foundation and Trust Grants Total 40000 • Grants 41000 • Contributions 41100 • Corporate Donations 41300 • Individual Donations Total 41000 • Contributions 43000 • Investments 43100•Interest Total 43000 • Investments 49000 • Misc Revenue 49100 • IN License Plate Donations Total 49000 • Misc Revenue Total Income Expense 51000 - Support to IMEA 52000 • Professional Fees 52025 • Other Professional Fees Total 52000 - Professional Fees 60000 • Contract Services 60100 • Audit Fees Total 60000 • Contract Services Total Expense Net Ordinary Income Net Income 3,000.00 3,000.00 3,000.00 77,000.00 83,000.00 265.00 748.60 1,013.60 40.69 40.69 14,500.00 14,500.00 98,554.29 48,500.00 2,000.00 2,000.00 800.00 800.00 51,300.00 47,254,29 47,254.29 Page 1 Extended to May 15, 2020 Return of Organization Exempt From Income Tax OMBNo.15 e 4] Form 990 Under section 501(c), 527, or 4947(aN1) of the Internal Revenue Code (except private foundations) 2018 D.p .m er Me Tr.Y Do not enter social security numbers on this form as it may be made public. t. Intamal Revenue service 1 110, Go to www.irs. ov/Form990 for instructions and the latest information. - t-- A For the 2018 calendar year, or tax year beginning JUL 1 2018 and ending JUN 30 , 2019 B Check it C Name of organization D Employer identification number applicable: Jc s l Indiana Music Educators Association Inc. Oo"hinge Doing business as 51-0137865 E r:=n Number and street (or P.O. box if mail is not delivered to street address) Room/suite E Telephone number lelg;' PO Box 30558 317-780-4100 WIn- are City or town, state or province, country, and ZIP or foreign postal code G o.receiptes 516 , 776 . O Uanaea Indiana olis IN 46220 H(a)Isthis agroup return DApplice- epn FName and address of principal officer: Lane Velayo for subordinates? ,.., =Yes No pending PO Box 30558, Indianapolis, IN 46220 Fqb) pfe all avbadinetes includeaa 0 Yes O No Tax-exempt status: = 501 c 3 501 c 6 / insert no. 4947 a 1 or 5271 If "No," attach a list. (see instructions) Form of organization, I X I Cor oration I I Trust I I Association I I Other Ill I L Year of formation- 19 4 71 M State of le al domicile: IN Summary 1 Briefly describe the organization's mission or most significant activities: Promote iWsic education — The Or anization's mission is to romote mu education in Indiana c c3 0 as 22 check this box 0 if the organization discontinued its operations or disposed... more than5% of its net Numbwof voting members of the governing body (Part VI, line la)_........___.__,____________._____._...._...... 4 Number of independent voting members of the governing body (Part VI, line 1b). , _ 5 Total number of individuals employed in calendar year 2018 (Part V, line 2a) .............................. 6 Total number of volunteers (estimate if necessary) _ 7 a Total unrelated business revenue from Part VI II, column (C), line 12 .. _, _ .............................. b Net unrelated business taxable income from Form 990-T line 38 .. assets. 3 13 4 13 5 0 6 14 7a 18, 068. 7b 2 , 967. 8 Contributions and grants (Part Vlll, line 1 h)................. ;;___ 9 Program service revenue (Part Vill, line 2g) ........ ....... ____. 10 Investment income (Part Vlll, column (A), lines 3, 4, and 7d) ...-.__ ...... 11 Other revenue (Part Vll1, column (A), lines 5, 6d, 8c, 9c, 1Do, and 11 e) ........................ 12 Total revenue - add lines 8throu h11 must equal Part Vlll column line 12 Prior Year Current Year 65,390. 102,631. 394,105. 414,145. 0. 0. 0. 0. 459 495. 516,776. m 8 ab 13 Grants and similar amounts paid (Part IX, column (A), lines 13) ... ; 14 Benefits paid to or for members (Part IX, column (A), line 4) .......... . ....... 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5.10) ........ 16a Professional fundraising fees (Part IX, column (A), line 11 e).......................................... Total fundraising expenses (Part IX, column (D), line 25) 17 Other expenses (Part IX, column (A), lines 11a-11 d, 11f-24e) .............................. ._., 18 Total expenses. Add lines 13.17 (must equal Part IX, column (A), line 25) ..................... 19 Revenue less expenses. Subtract line 18 from line 12................................................ 0. 0. 0. 0 . 135,618. 58,688. 0. 0. 342,246. 437,579. 477,864. 496 267. 18 , 3 69 . 20,509. tal assets ( Part X, line 16)............................................................................... tal liabilities( PartX,line26)................................................................................ L222 etassetsorfundbalances. Subtract line 21 from line 20.......................................... Be innin of Current Year End of Year 158 , 729 . 167,314. 17 865. 5 941. 140,864. 1 161,373. Igna ure oc Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer other than officer is based on all information of which preparer has any knowledge. Sign Here Signature of officer Lane Velayo, Executive Director Date Type or print name and Btle Paid PrinVType preparer' s name ichelle Siner Preparer's signature Date cn«x al4mped PTIN 00050193 Prepil Firm' sname III, Vonlehman & Company Inc. Fifm'sEIN 31-0905417 Use Only Firm'saddress 5975 Castle Creek Parkway N. D. #400 Indianapolis, IN 46250 1 Phone no.317-469-0169 Mav the IRS discuss this return whh the oreoarer shown above? (see instructions) n Yes n No 832MI 12- 31-1e LHA For Paperwork Reduction Act Notice, see the separate instructions. Form 990 (2018) See Schedule 0 for Organization Mission Statement Continuation City of Carmel, Indiana Arts Grant Program Indiana Music Education Association Foundation Grant Request Attachment F: Board of Directors November 16, 2020 IMEA-F Board of Directors Executive Committee Julie Gray, President Julia Heath -Reynolds, President -Elect Chris Taylor, Immediate Past -President Lane Velayo, Executive Director Area Representatives Johann Sletto, Area I Rep Sara Pulse, Area 2 Rep Michael Bennett, Area 3 Rep Michelle Bade, Area 4 Rep Keith Ziolkowski, Area 5 Rep Jonathon Edwards, Area 6 Rep Andrea Drury, Area 7 Rep Nick Scroggins, Area 8 Rep Collegiate Representatives Ellie VanderVeen, Senior Representative Jessica Baker, Junior Representative City of Carmel, Indiana Arts Grant Program Indiana Music Education Association Foundation Grant Request Attachment E: Year End Report November 16, 2020 In 2020, the Indiana Music Education Association Foundation received a $7,000 through the Carmel Arts Grant Program. This money was earmarked to assist in funding and advertising the IMEA Festival and Clinic program at The Palladium in 2021. Due to the ongoing Pandemic, the 2021 Festival and Clinic has been cancelled as the dates are in February 2021. Thus, no funds have been spent at this time. The funds from 2020 will be added to the 2021 grant money to assist with costs related to the 2021 Honor and All State ensemble performances at The Palladium. Lane Velayo, Executive Director, has discussed this with the Carmel Arts Grant Program administration. RESOLUTION NO. BPW 02-03-21-20 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrant Indiana Wind Symphony.docx1/27/202110:25AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and The Indiana Wind Symphony (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, Linda Moore 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, agrees to grant $40 , 000 .00 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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: I. 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, unaudited Balance Sheet and Income Statement, 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 8 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. Said review or audit, if requested, 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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. tl 14. 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 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. 15. 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. 16. 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: The IndianrA- ind Symphony ("Grantee") ame of Officer: Linda Moore Title Date: 11 /18/2020 ATTEST: Date: 1-13-2021 IWS Board President CITY OFARMEL ("Grantor") By: James Brainard, Mayor Date: 1-13-2021 If you have airy question concerning the City of Carmel's 2021 Arts Grant Program. grant writing, guidelines or application materials, contact: Sharon Kibbe, City of Cannel. One Civic Square, Carmel. IN 46032. Phone: 317-571-2333. sAih b rnt(dcCr cg_el myov. M. Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization:_ Indiana Winri Rymphr)nyAddress: P.O. Box 78592 Indianapolis, IN 46268 Telephone:_(317) 213-7989 Fax: N/A Contact Person: Linda Moore, President Board of Directors,' Email: Lmoore7989@gmail.com APPLICATION AMOUNT: $ 58,000.00 Jan Schreibman. Board Member, (317)748-4802 janschreibman@att.net DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: See additional paged Additional pagges may be added to Exhibit -A") RFirAed,Name of Officer: Linda Moore Title: IWS Board President Date: 11 /18/2020 Description of the Proposed use of the Grant Funds The Indiana Wind Symphony (IWS) has entered its 23rd season of performing as Indiana's premier adult concert band under the musical direction of Dr. Charles Conrad and assistant conductor Nathan Voges. Since 1997, the IWS has established a nationwide reputation for the extraordinary quality of our performances. Our membership consists of 80 trained symphony musicians who volunteer their time and talent to make this musical experience possible and help us fulfill our mission to present artistic performances of significant music for band and wind ensembles to the Central Indiana community. Our performances bridge the musical heritage of the classical community band with the innovation of a contemporary wind ensemble repertoire. Over the last decade, the IWS has transitioned from playing in high school auditoriums to establishing a more permanent home at The Center for the Performing Arts in the City of Carmel. As one of the 6 resident companies, we continue to invest in the promotion and success of the City of Carmel. The IWS has worked closely with The Center for the Performing Arts during the COVID-19 pandemic and we were able to start the 2020/21 season as scheduled with numerous modifications. These modifications have been very challenging. We are requesting $58,000.00 to provide funding for the following mission -critical initiatives that have made the IWS an asset to both the Performing Arts Center and the greater City of Carmel. GENERAL MANAGEMENT Over the last twenty years, the IWS has delivered increasingly professional -level performances of challenging repertoires, premiered and commissioned new works for concert band, and have accompanied nationally and internationally acclaimed soloists. The IWS consistently earns high praise from its audiences. The ensemble has achieved this organizational growth, along with its exciting transition to become a resident ensemble at the Center for the Performing Arts through the significant time, resources, and general management given almost exclusively by an entirely volunteer board of directors and the music director who oversees the operation of the organization. During the 2019-20 season, the IWS had hoped to hire a part time development manager to help grow its donor base, develop and improved fundraising strategy, and coordinate marketing and outreach efforts for the organization. At the current time, the IWS continues to look for a competent and highly skilled individual for this position. The IWS marketing team with the assistance of two contract staffers have developed and implemented a concise process to promote the 2020/21 concert season. The COVID-19 pandemic has required continual updating and revisions to these materials. The marketing team has been responsible for drafting the COVID-19 pandemic related safety materials/procedures and providing this information to the IWS members and supporters. The IWS has acquired the services of an accountant to assist with financial reporting. Several other support positions remain unfilled at this time ( personnel manager, operations manager, lead percussion) but are needed to decrease the organizational demands on the musical director and the board of directors. During the 2019/20 season, the IWS was able to establish guidelines for endowment and support options that recognize our higher level donors and sponsors. In addition, a special fund was set up for the replacement/purchase of musical instruments needed to enable the IWS to continue to provide quality performances. The IWS would use a portion of any grant funds awarded to search for and hire another employee or contract personnel to fill the development manager position as well as the other support roles. The IWS will continue to develop and implement its strategic vision to grow concert attendance, increase corporate and individual relationships and monetary contributions and expand its community involvement. MARKETING and COMMUNITY ENGAGEMENT MARKETING In recent seasons, the IWS has focused on increasing attendance through outreach and targeted marketing. Since 2016, the IWS has continued to refine and increase brand awareness throughout the community, including the City of Carmel through targeted direct mail, radio advertising (WFYI, WICK), social media, community engagements and special events. The marketing team is involved in the design of all materials needed to support and promote the IWS. Unfortunately due to the COVID-19 pandemic, marketing materials have needed constant updating and redesign as concert content changed. The IWS marketing team and board are investigating the options of live -streaming concerts and small ensemble performances. This is a major shift that may be required to keep our programming available. COMMUNITY ENGAGEMENT and PARTNERSHIPS The IWS is a resident ensemble at the Center for the Performing Arts, but its performances are not limited to that location or the scheduled concert season. The IWS is proud to offer free community concerts at the Carmel Gazebo each year during the summer months. Our performances provide a fantastic opportunity for members of the general public to become IWS patrons outside of the traditional concert season. Each June, the IWS presents a Side by Side concert which features advanced young instrumentalists (grades 9-12) from throughout Central Indiana. These young musicians are invited to rehearse and perform alongside IWS musicians in each instrument section. The youth are able to develop a working musical relationship as they prepare and perform band and wind ensemble repertoire of the highest caliber. The 2019/20 Side by Side concert was planned for June 12, 2020 at the Carmel Gazebo but was cancelled due to COVID-19. It is on the current concert schedule for June 2021. The IWS has secured funding to offer several scholarships to youth musicians through the Penrod Society. PROGRAMMING and GUEST ARTISTS The 2019-2020 season was slated to be the busiest in the history of the Indiana Wind Symphony, but the COVID-19 pandemic brought concerts to a halt in March. The initial concert was the first time for the IWS to perform at the Indiana State Fair. We were all quite excited as there was a long tradition of concert band performances at this event that extended all the way back to the nineteenth century and included several concerts by the famed Joh. Philip Sousa concert band. We included Sousa's Jack Tar March, which was a new work when the "March King" conducted it at the 1903 Indiana Sate Fair. Our soloist for the concert were Carmel High School graduate and University of Alabama opera performance student Jessica Konrad and IWS Principal Flute Carl Butler. We featured several Indiana composers including James Hanley, Fred Jewell and Hoagy Carmichael. Concert #2 of the season was the next evening at the Greencastle Summer Music Festival and featured the chamber ensembles of the IWS. Whenever we perform an outreach concert, the IWS tries to feature a piece by a local composer. We performed Amerinda by Hoosier and DePauw graduate Lee Orean Smith, Mozart and famed Bloomington jazz musician AI Cobine. Concert #3 was in the beautiful outdoor setting on the plaza of the Johnson County Courthouse in Franklin. The local composers featured were Fred Jewell and R. B. Rudy, while the music ranged from Sousa to Suppe to John Williams. There was a large crowd on a beautiful summer evening at the Franklin Ethos Festival. The ninth season as a resident company at the Palladium opened with Viva la France in September. The major work of this concerts was a symphony created from Bizet's immortal opera Carmen by composer Jose Serebier. Two weeks later we opened our wind chamber season at the Studio Theater with soloist Marjorie Hanna, Principal Cellist of the Indianapolis Chamber Orchestra, in Vittorio Riete's Concerto for Cello and Winds. Another major work was the brilliant Dvorak Serenade for Winds in d minor that was written in 1878. Our November concert featured the works of Hoosier composers -C.E. Duble, C. Earl Downey, Harry Bulow Purdue professor of Music Theory), Hoagy Carmichael, O. R. Farrar, Fred Jewell, J. Gus Davis and Paul Whear. The soloist was Indianapolis Symphony Orchestra Principal Bassoon Mark Ortwein, who played Julius Facik's Concertino for Bassoon and Ecstatic Cling, a work by Butler University composition professor Frank Felipe that features the use of sound effects on both the bassoon and contrabassoon. For the first time, the IWS performed a pair of holiday concerts. The first was entitled Fun with Santa and Mrs. Claus and it was aimed primarily at the young people in the audience. Ken Knowles and Ann Conrad have long been regular performers with the IWS, and their rendition of 'Twas the Night Before Christmas as arranged by former IU Music Professor Newell Long always is a favorite. We also performed Highlights from Frozen with soprano soloist Jessamyn Anderson and Secret Agent Santa. The second concert also featured Jessamyn Anderson singing Let It Snow, White Christmas, and O Holy Night. The holiday classic is an arrangement that our late staff arranger Steve Rhodes wrote with Jessamyn and the full forces of the IWS in mind. Attention was planned by orchestras, choirs and bands worldwide to the 250th anniversary of the birth of Ludwig van Beethoven, whose Egmont Overture was on the first concert of the calendar year. The rest of the concert was devoted to the film music of John Williams, and featured soloists were Principal Trumpet Brian Hoover in Summon the Heroes and Principal Flute Carl Butler in Schindler's List. Sadly, this attention to the Beethoven anniversary became on of so many things lost to the pandemic. The second wind chamber concert took place on March 7th at the Studio Theater. The big works were Beethoven's Wind Octet and the Adagio para Orcuestra de Instrumentos de Ventos by Spanish composer Joaquin Rodrigo. Our soloist was the Principal Harp of the IWS Melissa Gallant in Daniel Pinkham's brilliant Music foran Indian Summer. Three days later on March 10th, the IWS participated in the much anticipated first Naturalization Ceremony to be hosted by the Palladium. Nearly 100 new American Citizens from around 40 countries were welcomed. The ensemble held our first rehearsal for the April Hollywood Memories concert with piano soloist Kelleen Strutz on the following evening. The next day Governor Holcomb announced the shut down due to the pandemic. In addition to Hollywood Memories, we lost our first outreach concert planned at the Wabash Honeywell Performing Arts Center and our May concert at the Palladium which was to feature father and son trumpet virtuosi Vincent and Gabriel DiMartino as well as the presentation of the annual James B. Calvert Outstanding Indiana Music Educator Award to Dr. Leesa May of Indiana University Jacobs School of Music. 2020-2021 Season This season began under the shut down due to the pandemic. The first cancelled concert was our annual Side by Side concert with high school students at the Carmel Gazebo. We were scheduled to perform a concert for the City of Greenfield Fireworks display on July 3 with soprano soloist Jessamyn Anderson as well as a concert for the City of Plainfield with trumpeter Brian Hoover. There was a brief pull back from restrictions and we were able to start our Palladium season with quite a few changes. There were no intermissions and social distancing was required on stage. The audience size was reduced from 1600 to 440. The Palladium state and choral terrace allowed us to utilize about 70% of the IWS personnel at any one time. The biggest challenge was finding rehearsal space. The largest of our regular rehearsal locations is the music building at Marian University and with distancing requirements we are able to have around 40 players as well as a modest percussion section. This worked quite well for our September 27th concert in its revised format as the longest work was the Lowell Lieberman Flute Concerto that featured IWS Principal Flute Carl Butler. The accompanying forces were much smaller than the full IWS, and we were able to do all the rehearsing for that work at Marian. That work was a highlight moment in the history of the ensemble. We were encouraged by the size of the audience. The IWS was also able to schedule the premiere performance of a new march by one of our favorite contemporary composers Kelly Bennette. It is called The Quarantier and we paired it with Fucik's famous march The Florentine. A planned October 10th chamber wind concert at the Studio Theater was cancelled due to a lack of audience capacity with distancing. It was to feature Beethoven works as well as a major wind chamber piece by Wilhelm Berger and by 96-year-old Indiana composer Ned Rorem. The ensemble was in the same rehearsal situation concerning our Halloween concert on Saturday afternoon, October 31st. The original intent of the 2:00 PM concert was to attract children who would wear their consumes to the performance and then go our for trick or treating. After considerable discussion we opted to leave the performance at its original time. Pianist Kelleen Strutz was to be our soloist on the cancelled April concert and we reconfigured the concert to include her performance of the Warsaw Concerto on the Halloween concert. It was a fine performance and her encore of Prokofiev's Suggestions Diabolique was perfectly suited to the event. The IWS performed another Kelly Bennette work, Dracula, that had dramatic sound effects that were brilliantly rendered by the terrific sound technicians at the Palladium. The concert concluded with a medley of Danny Elfman horror film compositions entitled Music for a Darkened Theater. We rehearsed once for our pair of Christmas concerts before the Center for the Performing Arts again was forced to cancel upcoming performances with live audiences. We had planned a children's concert with Santa and Mrs. Clause at the 2:00 PM and a Holiday concert in the evening. Both concerts were to have featured soprano Jessamyn Anderson and harpist Melissa Gallant as soloists. The next planned concert is scheduled for February 21, 2021 and is to feature Demondrae Thurman, Professor of Euphonium at the Jacobs School of Music at IU and one of the greatest euphonium players in the world. We are scheduled to do a premiere performance of a new euphonium piece. Another premiere is to be a new arrangement by Dan McGlaun of Wagner's Prelude to Act 1-Lohengrin. We have rescheduled Lissa Fleming's Acceptance of the 2020 Calvert Outstanding Music Educator Award that was cancelled in May. The March 6 chamber wind concert at the Studio Theater is still technically on the schedule but will likely be cancelled even if concerts are possible at the Palladium. It is to feature a new wind chamber version of Brahms' famous Variations on a Theme of Haydn, the Sinfonietta of Joachim Raff and a premiere of Dan McGlaun's arrangement of the Scherzo from Mendelssohn's Midsummer Night's Dream. The April concert is to feature Jessamyn Anderson in a brilliant new song cycle by Michael Daugherty - Songs from a Silent Land as well as a new arrangement of the art song The Girl in 14G, made famous by Kristin Chenowith. The May 23 concert is set to feature clarinet and bass clarinet soloist Howard Klug, Professor of Clarinet at the Jacobs School Of Music at IU. We are scheduled to conclude the season with a full performance of Mussorgsky's wonderful Pictures at an Exhibition. We also plan to award the 2021 James B. Calvert Outstanding Music Educator Award. The IWS is hopeful that it will be possible to reschedule the Honeywell Center concert that was postponed from this past May. A portion of the total grant funds requested would allow us to continue to present quality and diverse musical experiences to the Central Indiana community. The IWS would be able to continue introducing both well-known favorites and premieres of new and challenging classical repertoire. The use of new technologies may provide an avenue for future performances. n ., Indiana Wnd Symphony Dr. Charles P. 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U U y C y g L G a C '' U U U y y y p 3 U "'' p° i w Y C rzzzz-.> A i O.zN izN z u z m 3 yTQ y E U 9 C O n N 6 a m o en LL RA o G T 3 c u '^ m o .- `o .. m w= w d v°it o m= m c 0 u ap U UdI C v 7 27 b m L W W C T 2 v f Z m t N 'O E a m O y y O m Ol Vf W N oWocO` W aii N.. t c¢— w m c6 N V N t y J C N O N J UI U N W L E E L T W° m E C JJ OQ O N Z VI GI 2' W J O R U 0 W J U C U J D W i J W AGWao o`wo C5 at v N G Q Mo ca vti EccC. o 0 mm a L. N O N L Q o c yE vx w u 9UN om m m vEEc2cco63c c c w maN c OEv u 7x. s O m n rmv L v 3 v u c E c m m $. o y V w. p o7J 'c v°i a m ''' uK m v c 0o v N3y5mGo=` m 7 c^ o m o' v m m c m m 9 v f0 u c o c'v u o r O c W Y c m c °" m w u. O o c t r 0 m LL f- W Y® m cN LU 0.-F U Y Q Vi ll Q O R' Tut INDIANA WIND TYMPUONY Charles P. Conrad, Ahtsic Director Nathan C. Voges, Assistant Conductor Ellen Logan Bailey Katie McDermitt Blandford Deb Blue Carl Butler, principal Carol Dennis, The Jane Hilaire Alto Flute Chair Kerri Fischer Karen Frass Cassandra King Lam Langeneckert, piccolo Clam Loisch Catherine Maloney Kevin L. Mclaren Henri Pensis Martha Sands Janice Schreibman Lydia Stephens Melissa Wall Kelsey Fish Barbara Howes, english horn Ellen Huckabee, rind at Mike Bmtcher, principal Tereza Inveiss, contrabassoon Julie Kellum Kevy Bailey Kaz Chan Linda Cook Maya Davis James DeCarn Amanda Dowell Nila Fillman Nancy Frass, Lb clarinet Alice Greenburg Andy Hollandbeck, The Susan Hartman Clarinet Chair Claire Houston Andrea Hoyt Cherie Cogsdill lames Marty Johnson Edward Kingsley, The John Schurrurr Clarinet Chair Andrew Lamke Liz Leatherbeny Cynthia McCullough Cindy Moss, principul Lindsay Perry Katherine Peters Tom Sands Nancy Shaw Jerry Weber, alto clarinet Nicholas Brightman Marilyn Flowers Flora Garrison Susan Ullom Hungerford, Eb contra-alm clarinet Dan McGlaun rinci al Cheri Brightman, principal alto Jeffrey Goens, aRo Noah Leininger, baritone KathySan er, tenor Kathy Everett Keely Floyd Laura Horcher Sara Jones Andrew Poticha Larry Purdue, principal Adam Ruble Frank Stephens Jim Butz Bob Frost, The Bob Dav Trumpet Chair Brian Hoover, principal Ron LaFeber Macy Stewart L u'ohn Williams mm Roger Bell, bass trombone Don Lamb Patrick Meyer Frank Pletmer, The Neil Ccplev Trombone Chair Michael Villano, principal John Marshal I Chris Sluder Jim -principal ® -- Alan Davis, The Rat, DCentp Tuba Chair Andrew J. Meyer, principal; The Dan Corrigan Tuba Chair Bill Rowe Bill Schmidt Christian Starnes MelissGafft<WitiLWtit rrir Greg Anthony John Chlapik Carl Hungerford Blake Roach Carly Tebelman Great music. No strings attached. The Indiana Wind Symphony, a resident ensemble of the Center for the Performing Arts, has been presenting important musical works to audiences in Central Indiana for over zo years. We're pleased to bring experienced musicianship and exciting repertoire together in a world -class concert facility. John Williams Film Fantasia March 1, 2020 1 3:00 pm I The Palladium Celebrating your favorite film music of John Williams, including Indiana Jones, Star Wars, Superman, laws, and E.T.! Choice Gems for Winds March 7, 2020 17:30 pm I The Studio Theater Join chamber players of the Indiana Wind Symphony, as they present a variety of important works for small ensembles from Ludwig van Beethoven to Joaquin Rodrigo. With limited instrumentation, hear delicate tapestries of melody and harmony thatjust cannot be matched with a full ensemble. Hollywood Memories April 5, 202013:00 pm I The Palladium Hearthe music of some of Hollywood's most iconic films, including Gone with the Wind, Jurassic Park, Les Miserables, The Sound of Music, and James Bond "oo7". The Indiana Wind Symphony also welcomes local piano soloist, Kelleen Strutz. Kelleen will perform the dazzling Warsaw Concerto from the igra film Dangerous Moonlight. Trumpet Extravaganza and The Firebird May 3.7, 202013:00 pm I The Palladium The Indiana Wind Symphony is proud to feature Gabriel and Vince DiMartino, two of the most sought-after trumpet soloists and educators in the world. The IWS will conclude its season the Stravinsky's iconic ballet, The Firebird! Beethoven at 250! 0 The Indiana Wind Symphony will also open a year -long celebration of the 250th anniversary of the birth of Ludwig van Beethoven. Tickets and additional information at: https://www.indianawindsymphony.org https://thecenterpresents.oro O O O v c--I C N U-0 O N O C: N c6 Liri`] MOE 11 F LE THIS ONE'S FOR YOU, 10 STUDENT TICKETS THE INDIANA WIND SYMPHONY PRESENTS PRNORRMIC FANTASY LIEBERMAN' S FLUTE CONCEP- T ! f ( fi cwtvd&qr, fide 3: 00 PM I THE PALLADIUM LXhlbt4- 8 Income Concert income Outreach concerts, non Palladium venues 8,000.00 Concert Honorariums 1,500.00 Program Advertisements 5,000.00 Season Ticket Sales 1,800.00; Ticket Sales 30,000.00 Total Concert Income 46,300.00` Contribution Income Amazon Smiles 200 Kroger 300' LillyMatchingGift 3,000.00 Slate Employee, 500' Donor Matching Grant 3,000.00. Unrestricted 30,000.00' Total Contribution income 37,000.00' Fundraising 37,000.00 Gala Celebration Income (on hold) Gala in kind Gala Donations Gala Fundraising Gala Silent Auction Gala Table Sales Total Gala Celebration Income Sponsorships ( at least one per concert) 7,500.00 In Kind Donations 1,000.00 Grants Carmel Grant - 42,000.00 Indiana Arts Commission FY21 ($6,054.72) 6,000.00; 1st payment 9/28/20 ($4,541-04) Indiana Arts Commission CARES Ad (11,639.96) Marketing / COVID 19 restart i Penrod Society.($1000.00),-„ 1000.00 for youth programming Other 10,000.00' Indiana Youth Wind Ensemble or other youth program— 3'000.00 Li Shirt and Photo Sales 500 COVID 19 donation fund 3,000.00: Total Income 194,400.00 Gross Profit 194,400.007 Expenses Advertising for concerts Print (Current, etc) 3,500.00 Radio 1,000.00, Award Expense 300. Bank Charges and Fees- . 50-, PaypaVSWpe 400, Total Bank Charges and Fees 450 Capital Expenditures Equipment purchases and percussion fund 9,500.00; Instrument Repair 500 Board Retreat Expense Soo Strategic planning, board development diversity Hospitality. Concert Hall Rental 30,000.00, Palladium Settlements 5,000mi Rehearsal rental. 1,W0.00, Credit Gard Fees 900 Facility Ticket Surcharges 6,700.00: Music Purchaseslrental 5,000.00 Special Music /Stephenson (on hold) 5,350.00 Other Concert Expenses Paid Performers 5,000.00 Posters 550: Printing and Reproduction 1,500.00; Programs 7,000.00 Soloists and guest conductors 10,500.00 Sound wo Transportation Expenses I'500.00 Outreach Concert Gazebo 2,000.00 Indiana Youth Wind Ensemble or youth programming 2,000.00 Outreach Receptions 7,000.00! Depreciation 2,115.00 Dues and Subscriptions 6W Fundraising Expenses 1,000.00 Gala Expenses (on hold) Insurance Board of Directors 1294.00 Liability Insurance 692 Other 78.5 Workers Compensation (on hold 371.5 Marketing - 3,000-00 Miscellaneous 500 Office Supplies 700' Quickbooks 840 Players Support 500 Payroll Expenses wages Development Manager (on hold) 28,000.00 Payroll Services Expense 800 Payroll taxes 3,000.00 Lwwon manager (on noa) Marketing Manager/personnel - Accountant Lead Percussion Total Expenses Net Operating Income Net Income Percussion Equipment Expense Fund Contribution 7,500-00 6,000.00 500 2,000.00 2,000.00 12,000.00' 5,000.00 , esn 193,633.00 767 767 8,940-00' STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF INCORPORATION OF INDIANA WIND SYMPHONY, INC. 1, SUr ANN= GIL-AY, Secretary of State of Indiana, herby c.rtifp articles of Incorporation of t9m ai.ove corporation Love been prescaec t'o.: no it -y office accmgmnicP y ti22 fees Prescribed Sy lcv; that i h:ave DW4 such A_ticles cnafara to lah, all as preserii+ed bq Vie prove -Ions o the Indiana ;:enprofit Corporation Act of 19F1, as a:aerded. OP, TsY. EM- RE, I heresy issue to such casporation this Certificate of Incorporation, and further certify that its corporate existence brill Octexr 23, 1997. e in t:1tncss I.Mercof, I nave ",ereunto sat ry h arld a..d 'affixe.t the seal of the State of Ia'£ana, at t ne City of Irciacepolis, t'^.i= T+renty—Ulire Jay of Ottc:= , 1997. SO G& M, Atar f State repot. ARTICLES OF INCORPORATION / • MatE starefbrma1e2ma/"*coporawrormNo. s641(oowxrie64) ':r` r`'(-." r 9ECMMYOFeTA1E Approved by wade Bind nfAccowIONS ds 105 AND WMVRAiDIvblott 302 W. WaWPO nsL.RM.Ewe indrepo@. N 482M 1 h? r Tr Q..i.,i. TMpauc 1317I 232-8516 fNSTItUCT10N . ' UsQ812' x 11'whifepaperibrinserts. NtciianeCOON 23-IT-3.2 bomero/to tw+ o(2) cc#" to address upper right Rut*Fggud* Please TYPE or PR/Nr. ' For tax exempt status. Nonprofit Corpar ' ns mst whn Dofh Ipon co 0660n of !ding fire Secretary of State a771 issue a the Intemal Revenue service and Me 0Revera,e. rece)pt. :} ARTICLES OF INCORPORATION Lr The undersigned incorporator or incorporators, desiring to form a corporation (hereinaller referred to as the 'Corpdra ptawartI to the provisions of the Indiana Nonprofit Corporation Act of 1991 (herehafler referred to as Tire Act)., execute the Articles of Incorporation. Indiana Wind Symphony, Inc. I Pdndoai Office: The address of the winaeai office of the Corporation is: I 410 Second Avenue, N.E. rue purposes for vn=me uorporamn is iormer to provide to the general band music and literature educational activities; Carmel 1 indtana 1 46032 public opportunities to experience and listen to the finest through concerts, activities in schools, clinics and other 2. to provide a professional - semi-professional level musical forum for the study of literat; education and an opportunity for the musicians to work with other professional. semi - pro-: fessional musicians in developing their talents and thereby providing musical expression available to the general public; 3. to represent as musical ambassadors the City of Indianapolis and the State of Indiana; i 4. to promote band and wind band music and literature for local, state and national uses and: establish a musical library with wind band literature; and 5. other related musical and educational activities connected with these purposes. j 9 public benefit corporation, which is organized for a public or charitable purpose; 0 religious corporation, which is organized primarily or exclusively for religious purposes: or 0 mutual benefit corporation (all others). The name and street address of the Lawrence E. Lawhead Address ofRegistered Office ( streaforMAft) (City I IZIPcode ii 8900 Keystone Crossing, Suite 940 Indianapolis Indiana 46240-4633 1 Indicate ii Corporation will have members: Yes trio Continued on the reverse side) Names) and address(es) of Vie it mrporabw(s) istare as follows: Name Number and Street or Building city State ZIP code Lawrence E. Lawhead 89V$45eystone Crossing permitted activities following Dissolution. 1. To a person or entity described in Section 501(c)(3) of the Internal Revenue Code; or 2. If the dissolved corporation is not described in Section 501(c)(3) of the Internal Revenue Code, to a foreign or domestic public benefit or religious corporation. THIS DOCUMENT MUST BE SIGNED BY ALL INCORPORATORS. n I (we} reby verify. to penaflfes of perjury, that the facts contained herein are true. (Noforkafion not necessary) S l / Printed name Signature Printed name Signature Printed nanm This instrument was prepared by: (name) — Lawrence E. Lawhead Address City State ZIPcode 8900 Keystone Crossing, Suite 940 Indiana olis Indiana fit —4633 INTERNAL REVENUE SERVICE DISTRICT DIRECTOR P. 0. BOX 2f," CINtINNATI, OH 45201 Da ZEP 17IM INDIANA NIND 5YNPH9NY INC 410 SECOND AVE CAflMEL, IN 46032 Bear Applicant: OEFWtTHENT DF THE IRtmhuh, Fmployer Ideotif iration Nuaber. 35-?029445 ULNa 319223178 Contact Person- GLOAIA PC" - ifi3 526 Contact Telephone Humb*r: ST7) SY9-5.rA0 - AccOmnting Period Ending: December 31 Form 990 Required: Yes Addendum Applies: 4o Based on information snpplieu, and assuming your Operations will be as stated in your application (or recognition of esempticn, re ba,.e determined YOU are exempt from federal income tax under sectiou 501(a) of the Internal Revenue Code as an organization described in section 501(c)(_?. We have farther determined that you are not a private foundation Hithip the meaning of sertioa 50?(a) of the Code. because you :re On organization described in SOCtiOns 509(a)(1) and J70th)(1)(14)(vi). Lf your sources Of support, or voter purposes, character, or Method of Operation change, please 1st us knox So Ne can Consider the effect of the change on your exempt states and foundation status. In the :_as.' of an amep,i- ment to your orgaul—tioual document or bylaHs, please •.end us a copy :•£ the amended document or bylaNs. Also, you Should inform as of Oil changes in your nacre or address.. As -Of January 1, 1904, you are liable for taxes milder t),e Federal Insurance Contributions Act (social. security tares) on remgueratioa of $100 or more you pav t., each of ynnr anpl:.yaac darigg a aiasdar year. Vc. are not liable for the tax imp:.T.ed under the Federal Unemploym.±sf: Tax Act (FUTA). Since you are not a p. vate filUllddt b)n, you are ant sah ,)ect M the Exrlae taxes under Chapter 42 of the Code. Harever, if you ar+ involve•', in an excess benefit transaction, that transactiou might be subject to the erc(se tares of section 4956_ Additionally, you are not automat)caily eKePE from other teaeral excise taxes_ If yc.a have any questions about excise, cap loym•+nt. er other federal taxes, please- contact your key district office. GraaTOr5 and C11L1lbat.:•r5 may rely on this- detcrminet ion unless the Internal Revenue Service pml.lishes notice to the c•:.utrarv_ _Nouerer, if you lase your sectior, 509(a)(1) states, a grantor or ciutributoi may shot rely on this detcrminatinn if he or she vas in part responsible for, o: uas ""e of, the act or failure to Olt, or the substantial .,r material cha eye on rft= Par-, of the organization th.>.t resulted in you: lose. of smah status. Or if ha or she acquired kneNledge that the Internal Revenue 3ervicP had gJveu notice that yox could no longer be classified as a section 50?(a) M orani .li or, INDIANA WIND SYNPt1ONY INC O-T, Exempt Organization husiness i:ncese Tax Return. In. thin fetter we are not determining whether any of your present or proposed activiti,, are aure- lated trade or business as defined In section 5I3 of the Code. You need an employer identification number eve. if, you have no employees. If an employer identification number was not euterod on your application. a number Nili he assigned to you and Volt will be advised of it. Please use that number on all returns you file and iu all correspondence with the Internal Revenue Service. If wa rave Indicated in the headina of this letter that an addendum applies, the enclosed addendum is am integral part of this letter. Because this letter could help resolve any @ues:tioos abc•nt your exempt status and foundation status, you should beep it it. your,peruanent records. If you have any questions, please contact the person whose name and telephone number are shown in the heading of this letter. Sincerely yIours, District Gl rector STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) AFFIDAVIT I, Linda Moore an authorized representative of The Indiana Wind Symphony ("Grantee"), being first duly sworn upon my oath, state that pursuant to paragraph 2 of the City of Carmel Arts Grant Program Agreement, all income of Grantee, including a City of Cannel arts grant, if applicable, revenue of sales, and/or ticket revenue, etc., in calendar year ending 2019 totaled $ I&B, 9194 tg afore Printed Name Linda Moore r- Subscribed and sworn to before me, the undersigned Notary Public, this la day of en, bat 12020. Lara C. Schmutte i, Notary Public, State of Indiana SEAL Signature - Notary Public My Commission Expires Nov. 17, 2024 Printed Name RK 0- '56(nuge- SEAL] Resident of 0aga/1 ` q County, Indiana My Commission Expires: IyoV 1-1 o"ba4 Indiana Wind Symphony Statement of Financial Position As of October 31, 2020 ASSETS Current Assets Bank Accounts Checking Total Bank Accounts Total Current Assets Fixed Assets Fixed Asset Accumulated Depreciation Total Fixed Assets TOTAL ASSETS LIABILITIES AND EQUITY Total Liabilities Net Assets Net Assets without donor restrictions Total Net Assets TOTAL LIABILITIES AND NET ASSETS Total 59,557.46 59,557.46 59,557.46 14,805.00 5,313.36) 9,491.64 69,049.10 69,049.10 69,049.10 69,049.10 These financial statements have been prepared on a cash basis and all disclosures have been omitted. They have not been subjected to an audit or review or compilation engagement, and no assurance is provided on them. Indiana Wind Symphony Statement of Activity For the four month period from July 1 to October 31, 2020 Revenue Concert Income Contribution Income Grants Income Total Revenue Expenditures Accounting fees Bank Charges & Fees Concert Expenses Concert Advertising Concert Hall Rental Music Other Paid Performers Printing Program printing Transport Expense Total Concert Expenses Depreciation Expense Equipment purchase expense Marketing Office Supplies QuickBooks software Rent & Lease Web Site Expense Total Expenditures Net Revenue less expenditures Total 1,336.92 7,441.04 8,777.96 420.00 2.06 900.00 725.26 746.52 900.00 42.84 759.50 309.78 4,383.90 705.09 MKIMM. 4,650.00 197.37 140.00 748.00 48.00 11,336.27 2,558.31) These financial statements have been prepared on a cash basis and all disclosures have been omitted. They have not been subjected to an audit or review or compilation engagement, and no assurance is provided on them. Short Form I OMB No. 154"047 Farm 990-EZ Return of Organization Exempt From Income Tax Q 19Undersection501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) ll 1-Do not enter social security numbers on this form, as it may be made public. 0 a e a Department of the Treasury a . e Intemal Revenue Service wwGotow.irs.gov1Form990EZ for Instructions and the latest information. A For the 2019 calendar year, or tax vear beainnina .T,.1 1 a Check 0 applicable: C Name of organization D Employer Identification number Addrexacharge Indiana Wind Symphony, Inc. 9445 Name change Number and street (or P.O. baz it mail is delivered Iirrual Burn not to street address) oom/sulte E Telephone number Final returnAerminated PO Box 78592 317) 213-7989 Amended return City or town, state or province, country, and ZIP or foreign postal code Group Exemption Application pending Indianapolis, IN 46268 Number G Accounting Method: X Cash Accrual Other (specify) Fi G k if the organization is not I Website: IndianaWindS m on .orh d to attach Schedule J Tax-exempt status (check only one) — © 501(c 3 Sol (0) ( ) 1 (Insert no.) 4947 a 1) or 990-EZ, or 990-PF). K Form of organization: ® Corporation Trust Association Other L Add lines 5b, 5c, and 7b to line 9 to determine gross receipts. If gross receipts are $200,000 or tal assets Part II, column (B)) are $500,000 or more, file Form 990 instead of Form 990-EZ Revenue, Expenses, and Changes in Net Assets or Fund Bal 95, 562 . the instructions for Part 1) Check if thA nrnanizatinn Gho.+, ae in ..............i ......... _.._ 1 Contributions, gifts, grants, and similar amounts received , - - 2 Program service revenue Including government fees and contras . . . . . 3 Membership dues and assessments ."t 4 Investment Income '. 5a Gross amount from sale of assets other than inventory . n• b Less: cost or other basis and sales expenses . i u 71,184. 2 24,113. 3 4 c Gain or (loss) from sale of assets other than inventoryfrom line 5a) . . . . Qtract6Gamingandfundraisingevents: 5c a Gross income from gaming (attach Schedule G$ 15,000) . . . . . . . . ea b Gross income from fundraising events (not eluding $ of contributions from fundraising events reported on line tta h Schedule G if the sum of such gross income and contrib s ex 'ds $15,000) . 6b c Less: direct expenses from gaming a d g ev . . . 6c d Net Income or (loss) from gaming and -ising a is (add lines fiat and 6b and subtract line 6c) . . . . . . . . . . . , . 7a Gross sales of inventory, less- turns and allos 7a 265. b Less: cost of goods sold ... . . . . . . 710 187 . c Gross profit or (loss) frorg gales to . tract line 7b from line 7a) . . . . . . . 8 Other revenue (describe i$-."- Out . . . . . . . . . . . . . . . 9 Total revenue. Adc1dIj4s 1, 5c, , 7c, and 8 68 78. 7c 8 9 95 375. No g. ui 10 Grants and simil 'ounts pai -Schedule 0) 11 Benefits paid t - - or ers . . . . . . . . . . . . . . . . . . . . 12 Salaries, other c ion, and employee benefits . . . . . . . . . . . . . . 13 Professional fees an payments to independent contractors . . . . . . . . . . 14 Occupancy, rent, utilitie maintenance . . . . . . . . . . . . . . . . . 15 Printing, publications, poste i, and shipping . . . . . . . . . . . . . . . . . 16 Other expenses (describe in Schedule 0) . . . . . . . . . See. Line 16. Stmt . 17 Total expenses. Add lines 10 through 16 10 11 12 13 13,085. 14 2,544. 15 218. 16 50,677. 17 66, 524. 2 18 Excess or (deficit) for the year (subtract line 17 from line 9) . . . . . . . . . . . . 19 Net assets or fund balances at beginning of year (from line 27, column (A)) (must agree with end -of -year figure reported on prior year's return) 20 Other changes in net assets or fund balances (explain in Schedule 0) . . . . . . . . 21 Net assets or fund balances at end of year. Combine lines 18 through 20 . 18 28,85 19' 42,757. 20 21 71, 608. aact Notice, see cne separate instructions. BAA REV 102720 PRO Form 99U-EZ (2019) Indiana Wind Symphony Board of Directors Full Name: Linda Moore Official Role: President Term:2019-2021 Home County Marion Profession/Job Title: Occupational Therapist Place of Employment: Self Employed Area(s) of Expertise: Arts and Community Outreach Total Years of Service: 5 Full Name: Jennifer Jansen Official Role: Treasurer/Past President Term: 2020-2021 Home County: Johnson Profession/Job Title: Attorney Place of Employment: Indiana Department of Transportation Area(s) of Expertise: Legal, Community Arts Advocacy Total Years Service: 3 Full Name: Carl Butler Official Role: Secretary Term: 2019-2021 Home County: Hamilton Profession/Job Title: Lawyer Place of Employment: ANGI Homeservices Area(s) of Expertise: Legal, Community Leadership, Music Performance Total Years of Service: 6 Full Name: Larry Purdue Official Role: Board Member Term:2018-2021 Home County: Hamilton Profession/Job Title: Musician Place of Employment: Self Employed Area(s) of Expertise: Arts Total Years of Service: 3 Full Name: Jan Schreibman Official Role: Board Member Term: 2019-2021 Home County: Marion Profession/Job Title: Director Of Music Therapy Place of Employment: University of Indianapolis Area(s) of Expertise: Music Therapy, Music Education Total Years of Service: 10 Exhibit G The Indiana Wind Symphony has applied the Carmel Arts Grant award funds in the following ways: concert expenses/marketing expenses and honorariums, Estimated amounts for outstanding bills for the months of November and December are included. The IWS 2019/20 season consisted of 11 concerts (including the Naturalization Ceremony) and 4 cancelled concerts. The 2020/21 season has consisted of concerts in September and October. There were two concerts planned for December 6th which have been cancelled due to the Governor's restrictions. The second part of the season is planned for four concerts. All concerts are subject to cancellation due to COVID 19 and The Center for the Performing Arts has limited the number of seats available and established guidelines for social distancing. Concert expenses: Music purchases and copying. $2,846.95 Rehearsal space rental. $2,000.00 (estimate) The Center for the Performing Arts payments. $1,822.02 Transportation costs. $338.99 Contract personnel, soloists and paid performers (not covered by other grants) $5,870.00 Marketing and other support materials $7,056.48 Honorariums: Conductors 2019/20 season: $11,650.00 (Total season) 2020/21 season: $6,750.00 (First half of season) Other: $350.00 2020 Carmel Arts Grant: $42,000.00 Funds applied: $38,684.44 Carry over funds: $ 3,315.56 The carry over amount is estimated to have been used for marketing, live -streaming and other expenses related to the December 2020 concerts. RESOLUTION NO. BPW 02-03-21-21 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrantIndianapolis Children'sChoir.docx1/27/202110:26AM RESOLUTION NO. BPW 02-03-21-22 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrantIndianapolis Symphonic Choir.docx1/27/202110:26AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the CityOfCarmel (the "City") and Indianapolis Symphonic Choir (theGrantee"), is executed pursuant to the terms and conditions set forth herein. In consideration of those mutual undertakings and covenants, the parties agree as follows: That on behalf of Grantee, a not -for -profit corporation, I, Liam Bonner an authorized representative of Grantee, have applied for a City of Carmel Grantor") Arts Grant, said application attached hereto and made a part hereof asExhibit "A." 2. Grant Agreement. The City, after review and recommendation by the Mayor, agrees to grant $ 17,000.00 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three 0) years or less. 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 theGranteeshallbemadeinaccordancewiththefollowingconditions: 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 warrantstobetrueandaccurate, all which have been incorporated fully by reference: 1. An application and description of the proposed use of the grant funds (EXHIBITA); 2. A budget for the calendar or fiscal year for which the grant is requestedEXHIBITB); Certified copies of incorporation as a not -for -profit corporation under state lawEXHIBITC); 4. A not -for -profit application or determination letter from the U.S. Internal RevenueServiceidentifyingthatitisanot -for -profit corporation that is exempt fromFederalincometax (EXHIBIT D); 5. Any audits, reviews or compilations available describing the financial conditionoftheGrantee, unaudited Balance Sheet and Income Statement, 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 8 hereinEXHIBITG). 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 three3) years after final payment of funds under this Agreement, for the purpose of anauditbytheCityofCarmel, the State of Indiana, or their designees. Said review oraudit, if requested, shall be performed by a Certified Public Accountant (`CPA") who 2 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. Funding Credit. Grantee agrees to credit the City of Cannel 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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 intheE-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. 13. 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. 3 14. Relationship of parties. The relationship of the parties hereto shall be as providedforinthisAgreement, and neither Grantee nor any of its compensated officers, employees, contractors, subcontractors and/or agents are employees of City. TheGrantamountsetforthhereinshallbethefullandmaximumcompensationandmoniesrequiredofCitytobepaidtoGranteeunderorpursuanttohisAgreement. 15. Severrbility. If any term of this Agreement is invalid or unenforceable under anystatute, regulation, ordinance, executive order or other rule of law, such term shall bedeemedreformedordeleted, but only to the extent necessary to comply with same, and the remaining provision of this Agreement shall remain in full force and effect. 16. Entire Agreement. This Agreement, together with any exhibits attached hereto orreferencedherein, constitutes the entire agreement between Grantee and City withrespecttothesubjectmatterhereof, and supersedes all prior oral or writtenrepresentationsandagreementsregardingsame. Notwithstanding any other term orconditionsetforthherein, but subject to paragraph 15 hereof, to the extent any termorconditioncontainedinanyexhibitattachedtothisAgreementorinanydocumentreferencedhereinconflictswithanytermorconditioncontainedinthisAgreement, the term or condition contained in this Agreement shall govern ndaprevail. This fied by written amendment executed by both parties Agreementmayonlybemodihereto, or their successors in interest. IN WITNESS WHEROF, the parties hereto have made and executed this Agreement as follows: IndianapolisSymphonicChoirGrautee") By:_ Liam Bonner Date: 11/13/20 ATTTEST: 1 ( a Lb _ Title: Executive Director CITY OF ARMEL ("Grantor") James Brainard, Mayor 1- 13-2021 Date: 1-13-2021 If you have any question concerning the City of Cannel's 20? I Ares Grant program, rant wTl{tie, SharonKibbe, City or Cannel, One Civic Square, Carmel. 0 1 Arts phone: o an a guidelines or appliption materials, contact 071-2193, ckihbe()cannel in o . 0 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of 4600 Choir Telephone: 317-940-9057 Contact Person: Liam Bonner Fax. APPLICATION AMOUNT: $ 17,000 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: This grant application to the City of Carmel is in the amount of $17,000 for partial support ofthreeperformancesofthepopular, family -friendly Festival of Carols, and one performance ofHandel's Messiah, at The Palladium in December 2021. These grant monies will be used tooffsetthecostofhallrental, stagehands, box office staff, venue security, and other expensesrelatedtobringingtheseperformancestotheworld -class venue. We are exceedingly grateful forthepastsupportfromtheCityofCarmel, and we look forward to continuing our service toCentralIndianathroughtheartsandculturewithyourgeneroussupport. Please see attached forafullproposal. M. Additional pagges may be added to Exhibit "A") of0fficer: Liam Bonner Live Director INDIANAPOLIS SYMPHONIC A Regional `Creasure I A National Favorite City of Carmel Arts Grant Program ExbibitA I Project Description 12021 Mission The Indianapolis Symphonic Choir is dedicated to excellence in the perfortnance of choral music, to creating and performing new choral masterworks, and to education and outreach programming thatservesthebreadthanddiversityofourcommunity. Vision To provide national leadership in choral arts through musical excellence and organizationalinnovation. Values Community: We provide musical performances and resources that enhance the lives within ourdiversecommunityandpromotelearningopportunitiesforall. Excellence: We celebrate our rich history and are committed to the highest level of artistic, administrative, board and volunteer quality and performance. Sustainability: We thoughtfully steward the gifts of our donors and responsibly invest in both ourfutureandthesubsequentenrichmentofourcommunity. Executive Summary The Indianapolis Symphonic Choir requests funding in the amount of $17,000 to make possiblefour (4) performances at the Palladium in the 2021-2022 concert season. This includes three (3) performances of our annual Festival of Carols concert in December 2021, plus one (1) performance of Handel's Messiab, also in December 2021. Funding from the City of CarmelArtsGrantProgramenablesustopresentalloftheseperformancesatthePalladium. These funds will cover a portion of the costs associated with hall rental and venue needs (i.e. box office staff, backstage staff, City of Carmel ticketing fees, security) for Festival of Carols, benefiting the City of Carmel and the entire region. This concert series has attracted multiple sold -out audiences at the Palladium since its move to the venue in December 2012. The Chou requests partial support for performances of Festival of Carols in 2021 to meet the clear audiencedemandforthishighquality, family -friendly concert that has rapidly become a beloved holidaytraditionwhilekeepingticketspricesaffordable. Introduction The Indianapolis Symphonic Choir is proud to be one of the nation's most established and dynamicmusicalinstitutions. This iconic and vitally important organization has been enriching the lives of somanyintheIndianapoliscommunitywithitsincrediblymoving, inspiring, and often provocativeperformancesformorethan80years. Founded in 1937 at the request of the Indianapolis Symphony Orchestra (ISO) to perform the greatchoral -orchestral repertoire, the Indianapolis Symphonic Choir is among the most active symphonicchorusesintheUnitedStates, reaching more than 20,000 persons each season through performances and education & community engagement programs. The 150 volunteer singersdemonstratetheChoir's commitment to musical excellence through their talent and dedicationduringeach10-month season. Our community is stronger, and the quality of life significantlyenrichedbecauseofthesingers' willingness to share their musical talents and gifts in the choral artsthroughtheIndianapolisSymphonicChoir. Community Impact The Indianapolis Symphonic Choir is cornrnitted to always putting the artistic product first. Singersarereauditionedannually, and the persons performing each conceit axe chosen to best present thoseworksbeingperformed. All selected singers have a necessarily high level of musical literacy to beabletoperformwiththeChoir, but singers are also actively developed during their time with thechoir. Under the direction of Dr. Stark, they gain impressive choral skills and exposure to the most challenging repertoire for choral singers. The Choir routinely brings in experts in foreign languages, diction coaches, and subject matter to provide context and explanation of the current choral work. Auditions are held twice a year, to ensure that the Symphonic Choir remains as open and accessible to new talented members. In this same vein, the Symphonic Choir is also dedicated to supportingandpromotingnewandemergingtalentinthecommunityandbeyond. Because of his role withinButlerUniversity, Dr. Stark is in a unique position to hear and hire young, talented soloists who singatahighlevelbutneedadditionalperformanceexperience. The Symphonic Choir also brings invocaltalentfromacrosstheUnitedStatesforsoloperformanceswiththechoir, enrichingperformanceswithamorediversesetofworld -class artists. According to an analysis by Wanderu in 2017'the average concert ticket in Indianapolis was $77.62, while our performance ticket prices average $39 and begin at $15 (for students) and to out at $57. At these prices, the Choir makes the concert -going experience accessible for a greater demographicwithoutareductionintheartisticproduct. Rodnie B yant & Friends bunging down the borsre witb 'Total Praise" at Festival of Carols 2019 Reputation From its inception in 1937 at the request of the Indianapolis Symphony Orchestra, the Indianapolis Symphonic Choir has been synonymous with choral excellence and it continues to enjoy critical acclaim. Throughout its history spanning more than three-quarters of a century, the Symphonic Choir has been served by leaders in the choral art, including former music directors Elmer Steffen, Don Neuen, Charles Webb, John W. Williams, Robert Porco, as well as current Artistic Director Dr. Eric Stark, and has given performances around the world. The organization has a number of released audio recordings including the complete, two -disc recording of Mendelssohn's Elijah, From East to West: A Festival of Carols, The Very Best of Festival of Carols, the Symphonic Choir commissioned work Zabur by Mohammed Fairouz, and our most recent release of Festival of Carols recorded live at the Palladium and featuring two-time Grammy award -winning artist Sylvia McNair on the international label Naxos. A review from Kansas City Star of this recent release states, "It seems that fewer orchestras are releasing Christmas spectaculars, so that makes the new Naxos release "Festival of Carols" even more welcome. Soprano Sylvia McNair headlines this tinsel-fest, which also features the Indianapolis Symphonic Choir and Indianapolis Chamber Orchestra. The album starts with a bombastic "Joy to the World," and is followed by many delightful holiday songs in fresh and creative arrangements. McNair has several opportunities to shine, including in a unique rendition of "O Holy Night," which has the choir singing a lush, sweeping backup... All in all, "Festival of Carols" is a rousing new disc to accompany the unwrapping of presents Christmas morning." Chorus America, our nationwide choral umbrella organization, regularly refers to the Indianapolis Symphonic Choir as an expert in the field and a standard of which to measure success. For the past few years, the organization has been invited to present on various topics and serve on panels at the annual Chorus America Conference. We are honored to be considered a leader in this space by the premier professional organization of the choral field. Organizational Capacity The Indianapolis Symphonic Choir is fortunate to have dedicated leaders on its staff and Board of Directors alike. Artistic Director Dr. Eric Stark recently completed his 18th season with the Symphonic Choir and his 25th year as faculty at Butler University's Jordan College of the Arts, at which he serves as the Director of Choral Activities. Assistant Artistic Director Dr. Michael Davis also completed his 18th year with the Symphonic Choir and his 16th year as Director of Music Ministries for First Presbyterian Church in Noblesville, IN. Liam Bonner joined the Indianapolis Symphonic Choir as Executive Director in January of 2019. In his current position, Liam draws on three years of fundraising experience with a major US symphony and a successful ten-year career in performance, having earned his Bachelor of Fine Arts in Vocal Performance from Carnegie Mellon University and his Master of Music in Voice from the Manhattan School of Music. Kellie IGerce joined the Indianapolis Symphonic Choir as Development Director in August 2019. She brings over seven years of nonprofit fundraising experience. Kellie earned a Bachelor of Science degree in Nonprofit Management from Indiana University. She is currently working on obtaining her CFRE Certification. Matthew Creek joined the Indianapolis Symphonic Choir team in June of 2019 as the Production Specialist. He received his B.S. in Arts Management from Indiana University's O'Neill School of Public and Environmental Affairs in May of 2019. The Indianapolis Symphonic Choir is governed by a volunteer Board of Directors, dedicating its service to the mission of the institution. For the past 83 seasons, this body of choral advocates has ensured the on -going success of one of the performing art's greatest treasurers as the Indianapolis Symphonic Choir gives voice to classical music. Our Board of Directors includes 16 persons who represent a diverse cross-section of the community, including age, gender, racial heritage, creed, professional and avocational skills, musician versus non -musician, and geography. Each of our Directors contributes personally at the $500+ level every season. The Board meets 10 times per year and is a model representation of a dedicated, community -minded body of leaders. Standing committees include executive, finance, cultivation, endowment, strategic planning, and diversity, equity & inclusion. Festival of Carols 2019 with Herron High School, the Indianapolis Chamber Orchestra, and the Indianapolis Symphonic Choir at the Palladium. Arts Programming The Indianapolis Symphonic Choir creates choral and choral -orchestral performances that are recognized nationally by our peers as well as our regional audiences. The Choir's high -quality artistic product has garnered local and national broadcasts, recognition through the American Prize, and invitations to perform at American Choral Directors Association conventions. The quality of every performance is consistently at the highest of levels. The Symphonic Chou' s 85" season includes a varied and attractive offering of choral music, accessible to musical novices as well as aficionados. The 2021-2022 season will feature the world premiere of our commissioned work for choir and orchestra by American composer Augusta Read Thomas, Festival of Clmis at the Palladium, our annual Gala Be] Canto, and performances with the Indianapolis Symphony Orchestra, including tblessiab at the Palladium. Our annual holiday concert Festival of Camis serves as a gateway concert for more of our first-time ticket buyers than any other concert cycle of our typical season. This production allows our audiences to enjoy high -quality, family -friendly performances of music for chorus and orchestra. December 2021 will include three performances of our annual holiday tradition Festival of Carols, the perfect opportunity for families to experience live musical performances wlule making new memories. In fact, this concert cycle sees our largest percentage of fast -time attendees. As the arts and culture sector seeks to expand its foothold, concerts like these are integral to reaching new audiences and broadening our impact. Family boliday frnr at Festival of Camlr Education & Community Engagement U%beu we teach music and lead eboral singing, we are belping to build bridges that unite persons, communities and cultures."- Dr. Eric Stark on receiving a Fulbright U.S. Scholar award to Brazil In addition to the performance of choral masterworks and commissioning new works for chorus, the Symphonic Choir's mission is closely focused on outreach and educational programs in our local community. Among the high points of our outreach programs include our Spotlight Choir initiative, our Conducting Fellowship partnership with Butler University, and our In-Choir-ing Minds and Words on Music series. The Indianapolis Symphonic Choir believes that the arts play an integral role in cultivating a well-rounded education. Through our Spotlight Choir initiative, we invite local high school choirs to perform side by side with our 150-voice volunteer choir at our annual Festival of Carols, one of the season's most popular concert series. This partnership provides an experience for a young person to hone their musicianship, study skills, communication, problem -solving, time management, and more through side by side rehearsals, professional instruction, and performance hall presentations. The Spotlight Choir program recently completed its 17th year. The Indianapolis Symphonic Choir's Conducting Fellowship provides one -of -a -kind professional mentorship opportunities for the next generation of choral conductors. Especially focusing on large-scale choral -orchestral masterworks, the Conducting Fellowship is a collaborative initiative between the Indianapolis Symphonic Choir and Butler University. The two-year Fellowship provides full -tuition and stipend. Upon successful completion of the program, the student will have earned a Master of Music in choral conducting from Butler University and gained practical and applied experience addressing the artistic and administrative needs of leading symphonic choirs. The Conducting Fellowship provides a 360-degree experience in the guidance of a premier symphonic chorus, including artist programming, development, communications, governance, and outreach initiatives. In his second and final year as the Conducting Fellow, Patrick Pauloski received professional live -concert experience when he conducted a piece on our annual Festival of Carols program that included both the full choir and orchestra. Additionally, the Indianapolis Symphonic Choir continues work to advance the future of choral music by hosting the annual Christmas Carol Commission Competition. Aimed at emerging composers under the age of 35, the winner's music is debuted each year at Festival of Carols performances in December. Patrick Pauloski, Condne iq Fellov, leading the Choir at Festival of Carols 2019 The Indianapolis Symphonic Choir's innovative "In-Choir-ing Minds" is a separate, free, supplemental program to a Sacred Masterworks performance. The choir and orchestra play key selections of the work interspersed with Artistic Director Dr. Eric Stark's commentary on the music itself, the history of the composition, and the instruments being played. And "Words on Music" is a supplemental program included with your ticket to a Sacred Masterworks performance where Artistic Director Dr. Eric Stark, or another guest speaker/expert, introduces the historical and musical background of the work immediately prior to the performance. What results is a deeper dive into the music in a way that is accessible to musical novices as well as aficionados. Attracting new audiences is one of the major focal points of most arts organizations and the Symphonic Choir is no different. Our annual holiday concert, Festival of Carols, serves as a gateway concert for more of our first-time ticket buyers than any other concert cycle of our typical season. This production allows our audiences to enjoy high -quality, family -friendly performances of music for chorus and orchestra and all Festival of Carols performances feature our annual Spotlight Choir educational program. This past fiscal year this series of performances was heard by approximately 5,300 patrons, a 15% increase of audience compared to 2018. Financial Management Relying on its well -established foundation of volunteers, community partnerships, patrons, and operational infrastructure, the past season for the Indianapolis Symphonic Choir was one of growth and achievement until COVID-19. There are, of course, the overarching financial challenges now presented due to the pandennc. Until March of 2020, the organization was tracking ahead in fundraising. However, due to COVID-19 that slowly started to decline on top of the lost earned revenue from the canceled performances with the Indianapolis Symphony Orchestra. An additional challenge experienced when the pandemic hit was a lack of technology and financial resources needed to pivot quickly to the digital production of the choral arts for our community. Thanks to the resilience of the board and staff and the generosity of our donors, the organization was able to close the fiscal year having reduced an originally projected six -figure deficit, due to the effects of the pandemic starting in March 2020, to a mere $20K. An extraordinarily successful Giving Tuesday Now campaign in early May demonstrated the dedication of our donors to the choral arts in our community. We also applied and were approved for the Payroll Protection Program. One of the primary goals of the board was to not lay-off or furlough any of our staff and this is still being maintained. We experienced some significant accomplishments too this past fiscal year prior to the pandemic including selling out our final performance of Festival of Carole to the point that we had to open an entirely new der of seating for the first time at the Palladium. The month before that, we proudly released our latest recording on the Naxos label "Festival of Carole" featuring two-time GRAMMY award -winning artist Sylvia McNair. But perhaps our most cherished accomplishment this past fiscal year was our ability to find ways to engage and care for our singers at the end of the season when COVID canceled everything. We are proud of the work we did to cultivate those internal relationships. Chuck Daube, American Sign Language (ASL) interpreter, at Festival of Camlr 2019 Leadership The Indianapolis Symphonic Choir is fortunate to have dedicated leaders on its staff and Board of Directors alike. Artistic Director Dr. Eric Stark recently completed his 18th season with the Symphonic Choir and his 25th year as faculty at Butler University's Jordan College of the Arts, at which he serves as the Director of Choral Activities. Assistant Artistic Director Dr. Michael Davis also completed his 18th year with the Symphonic Choir and his 16th year as Director of Music Ministries for First Presbyterian Church in Noblesville, IN. Liam Bonner joined the Indianapolis Symphonic Choir as Executive Director in January of 2019. In his current position, Liam draws on three years of fundraising experience with a major US symphony and a successful ten-year career in performance, having earned his Bachelor of Fine Arts in Vocal Performance from Carnegie Mellon University and his Master of Music in Voice from the Manhattan School of Music. Kellie Kierce joined the Indianapolis Symphonic Choir as Development Director in August 2019. She brings over seven years of nonprofit fundraising experience. Kelhe earned a Bachelor of Science degree in Nonprofit Management from Indiana University. She is currently working on obtaining her CFRE Certification. Matthew Creek joined the Indianapolis Symphonic Choir team in June of 2019 as the Production Specialist. He received his B.S. in Arts Management from Indiana University's O'Neill School of Public and Environmental Affairs in May of 2019. The Indianapolis Symphonic Choir is governed by a volunteer Board of Directors, dedicating its service to the mission of the institution. For the past 83 seasons, this body of choral advocates has ensured the on -going success of one of the performing art's greatest treasurers as the Indianapolis Symphonic Choir gives voice to classical music. Our Board of Directors includes 17 persons who represent a diverse cross-section of the community, including age, gender, racial heritage, creed, professional and avocational skills, musician versus non -musician, and geography. Each of our Directors contributes personally at the $500+ level every season. The Board meets 10 times per year and is a model representation of a dedicated, community -minded body of leaders. Standing committees include executive, finance, cultivation, endowment, strategic planning, and diversity, equity & inclusion. Festival of Carols bas beroivre a holidaj, haditioa for the Indiana Region. Concluding Remarks Since the pandemic, the Indianapolis Symphonic Choir has been actively creating and providing choral music for our community throughout the pandemic. From pivoting to virtual choir performances to outdoor events and our upcoming plans for the annual Festival of Carols and our first -ever virtual gala, the organization has been dedicated to keeping the music going - safely! While the Artistic Director and the Executive Director have taken a voluntary pay reduction of 25%, we are particularly proud of the fact that we have not had to lay-off or furlough any of our incredible staff. This grant application to the City of Carmel is in the amount of $17,000 for partial support of three performances of the popular, family -friendly Festival of Carols, and one performance of Handel's Messiah, at The Palladium in December 2021. These grant monies will be used to offset the cost of hall rental, stagehands, box office staff, venue security, and other expenses related to bringing these performances to the world -class venue. We are exceedingly grateful for the past support from the City of Carmel, and we look forward to continuing our service to Central Indiana through the arts and culture with your generous support. Indianapolis Symphonic Choir - Projected Budget 2021-2022 Total Budget 85th) 2020-2021 For reference Income Total TICKET SALES $169,300 Total EARNED INCOME $579,202 Total OTHER INCOME $55,500 Total Income $803,377 Expense Total ADMINISTRATIVE EXPENSE 299,152 Total ARTISTIC PERSONNEL EXPENSE 222,550 Total EDUCATION/OUTREACH EXPENSE 17,050 Total FUND DEVELOPMENT EXPENSE 127,650 Total PRODUCTION EXPENSE 78,975 Total PROMOTIONAL EXPENSE 58,000 Total Expense 803,377 State of Indiana Office of the Secretary of State CERTIFICATE OF AMENDMENT Of INDIANAPOLIS SYMPHONIC CHOIR, INC. I, CHARLES P. WHITE, Secretary of State of Indiana, hereby certify that Articles of Amendment of the above Non -Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991. NOW, THEREFORE, with this document I certify that said transaction will become effective Tuesday, December 20, 2011. In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, December 20, 2011. CHARLES P. WHITE, SECRETARY OF STATE 193087-089 / 2011122158957 ARTICLES OF AMENDMENT OF THE F\1.E® m ARTICLES OF INCORPORATION OF 0404 of staje INDIANAPOLIS SYMPHONIC CHOIR INC. Cy} a tPW wo•G' The undersigned officer of Indianapolis Symphonic Choir, hrc., (the "Corporation") existing ` 1 pursuant to the provisions of Indiana General Not -For -Profit Corporation Act, approved March 7, 1935, (hereinafter referred to as the "Act'), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation certifies the following facts: ARTICLE I AMENDMENTS SECTION 1: The original date of incorporation of the Corporation is June 8, 1937. SECTION 2: The name of the Corporation prior to this amendment is Indianapolis Symphonic Choir, Inc. SECTION 3: The Articles of Incorporation were previously amended September 9, 1985 and April 18, 1991, with Articles of Reinstatement previously filed August 9, 2001. SECTION 4: The previously amended Articles of Incorporation are amended and restated in their entirety to read as set forth on attached Exhibit A. SECTION 5: The date of adoption of the amendment is OPce,, b r 1q _,2011. ARTICLE II MANNER OF ADOPTION AND VOTE SECTION 1: Vote of the Directors. At a meeting of the Board of Trustees (Directors) of the Corporation, which was held Qa ce, b c , I q , 2011 and at which a quorum was present, the attached Amended and Restated Articles of Incorporation were approved. SECTION 2: Approval of Members Not Required. There are no members of the Corporation separate from the Board of Directors. The Amendment was approved by a sufficient number of the Board of Directors and separate approval of members was not required. SECTION 3: Legal Compliance. The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation and the By -Laws of the Corporation. IN WITNESS WHEREOF the undersi ed beinVqe of the officers of the Corporation, executes these Articles of Amendment this day o Dec-,, e , 2011. 20190500 Exhibit A AMENDED AND RESTATED ARTICLES OF INCORPORATION AMENDED AND RESTATED ARTICLES OF INCORPORATION OF INDIANAPOLIS SYMPHONIC CHOIR. INC. These Amended and Restated Articles of Incorporation of Indianapolis Symphonic Choir, Inc. hereinafter the "Corporation") supersede and take the place of previously existing Articles of Incorporation of the Corporation, as amended, in accordance with the Indiana Nonprofit Corporation Act of 1991, as amended (hereinafter "Act "). TEXT OF THE AMENDED AND RESTATED ARTICLES As of the date of filing with the Indiana Secretary of State, the exact text of the entire Articles of Incorporation of the Corporation, as amended and restated, is as follows: ARTICLE I Name and Type of Corporation The name of the Corporation is Indianapolis Symphonic Choir, Inc. The Corporation is a public benefit corporation. ARTICLE II Purposes and Powers Section 2.1. PuKposes. The Corporation is formed to: a) Establish and maintain an organization for the study, practice and promotion of musical culture by singing separately or in chorus with such accompaniment as may be desirable including orchestral accompaniment; b) Arrange and produce private and public concerts and programs (for which an admission may be charged), including operatic practice and performance, and all matters in which an organization for singing individually or in chorus might join, practice or perform; c) Promote and develop the musical culture in Indianapolis and the surrounding counties, as well as throughout the State of Indiana, by making funds available to individuals and organizations (by subscription or outright gifts), directly or for the benefit of, such promotion and development of such musical culture (including scholarships for musical study and research); and d) Transact any and all lawful business for which nonprofit corporations may be incorporated under the Act, provided such business is not inconsistent with the Corporation being organized and operated exclusively for non-profit purposes. Section 2.2. Nonprofit Purposes. a) The Corporation is organized to operate exclusively for the charitable purposes established in this Article II. Contributions received by the Corporation will either be used directly to satisfy these purposes or will be invested with the income generated therefrom used to carry out the Corporation's charitable purposes. b) No substantial part of the activities of the Corporation shall be the 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 of statements), any political campaign on behalf of any candidate for public office. c) Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on: i) By a Corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (the "Code"), or corresponding provisions of any subsequent Federal Tax laws, or ii) By a Corporation, contributions to which are deductible under Section 170(c)(1) or (2) or Section 2522(a)(1) or (2) of the Code, or corresponding provisions of any subsequent Federal tax laws. Section 2.3. Powers. Subject to any limitation or restriction imposed by the Act, any other law, or any other provision of these Articles of Incorporation, the Corporation shall have the power: a) To do everything necessary, advisable or convenient for the accomplishment of any of the purposes hereinbefore set forth, or which shall at any time appear conducive to or expedient for the protection or benefit of the Corporation and to do all of the things incidental thereto or connected therewith which are not forbidden by law; and b) To have, exercise and enjoy in furtherance of the purposes herein before set forth all the general rights, privileges and powers granted to corporations by the Act, as now existing or hereafter amended, and by the common law. Section 2.4. Limitation Upon Dissolution. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all assets of the Corporation exclusively for the purposes of the Corporation in such a manner, or to such organization(s) organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization(s) under Code Section 501(c)(3), or corresponding provisions of any subsequent federal tax law, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Judge of the applicable court in Marion County, Indiana, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such tax exempt purposes. ARTICLE III Period of Existence The period during which the Corporation shall continue is perpetual. ARTICLE IV Registered Agent and Registered Office The name and address of the Registered Agent and Registered Office are: Kent J. Shipley, 8465 Keystone Crossing Drive, Suite 160, Indianapolis, Indiana 46240. ARTICLE V Membership The Corporation shall have no members separate from its Board of Directors, who shall be the sole members of the Corporation while serving on the Board of Directors of the Corporation. ARTICLE VI Directors/Directors Section 6.1. Number of Directors. The number of Directors of the Corporation and their election shall be fixed or determined in the manner set forth in the Code of By -Laws of the Corporation, but in no event shall the number be less than three (3). Section 6.2. Qualifications. Each Director shall have such qualifications as may be specified from time to time in the By -Laws of the Corporation or as otherwise required by applicable law. Section 6.3. Terms of Directors. Directors of the Corporation shall be elected for such terns as may be fixed by the Code of By -Laws of the Corporation and shall, if the By -Laws shall so provide, be divided into as many groups whose terms of office expire at different times as the By -Laws shall provide. Section 6.4. Powers. The Board of Directors shall have full power to manage the affairs of the Corporation, including any and all power granted by the Act. Section 6.5. Removal of Directors. Any or all members of the Board of Directors of the Corporation may be removed at any time with or without cause at the direction or other election of the majority of the other Board of Directors of the Corporation. Section 6.6. Meetings. Meetings of the Board of Directors of the Corporation shall be held as such places, either within or without the State of Indiana as shall be specified in the respective calls and notices or waivers of notice of such meetings given in accordance with the By -Laws of the Corporation. ARTICLE VII Provisions for the Regulation and Conduct of the Affairs of the Corporation Other provisions, consistent with the laws of this state, for the regulation and conduct of the affairs of the Corporation, and creating, defining, limiting or regulating the powers of the Corporation or the Directors are as follows: Section 7.1. Indemnification a) The Corporation shall indemnify any person as of right who is or was a Director, officer, employee, or agent of the Corporation, or is or was serving as a Director, officer, employee, or agent of another corporation, partnership, or other enterprise at the request of the Corporation, against expenses (including attorneys' fees), judgments, fines, penalties, and amounts paid in settlement reasonably incurred by such person, to the fullest extent now or hereafter permitted by law, in connection with or resulting from any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, or in connection with an appeal relating thereto), in which such person may be involved as a party or otherwise by reason of being or having been a Director, officer, employee, or agent of the Corporation or of such other organization; provided, such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, in a manner which he had no reasonable cause to believe was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action, suit, or proceeding, in a manner which he had reasonable cause to believe was unlawful. b) Any Director, officer or employee of the Corporation who has been successful as a party on the merits or otherwise in his defense of any claim, action, suit, or proceeding referred to in the first sentence of Section 7.1(a) shall be indemnified as of right against expenses including attorneys' fees) reasonably incurred by him in connection therewith (except to the extent covered by insurance). c) Except as provided in Section 7.1(b) above, any indemnification under Section 7.1(a) shall be made by the Corporation only upon a determination that indemnification of the particular Director, officer, employee, or agent is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section 7.1(a). . Such determination shall be made (i) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of members of the Board of Directors who were not parties to such claim, action, suit, or proceeding, or (ii) if such a quorum is not obtainable or if so directed by a majority vote of a quorum consisting of members of the Board of Directors who were not parties to such claim, action, suit, or proceeding, by independent legal counsel (who may be regular counsel of the Corporation or other disinterested person(s), such counsel or person(s) being hereafter called the "referee") in a written opinion. The person claiming indemnification shall, if requested, appear before the referee and answer questions which the referee deems relevant and shall be given ample opportunity to present to the referee evidence upon which he relies for indemnification. The Corporation shall, at the request of the referee, make available facts, opinions or other evidence in any way relevant to the referee's findings which are within the possession or control of the Corporation. d) The indemnification provided by this Section 7.1 shall not be deemed exclusive of any other rights to which a Director, officer, employee, or agent may be entitled under any by- law, resolution, agreement, or otherwise, and shall continue as to a person who has ceased to be a Director, officer, employee, or agent of the Corporation, and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification provided by this Section 7.1 shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, arising from acts or omissions to act occurring whether before or after the adoption hereof. e) The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a Director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Section 7.1, together with expenses actually and reasonably incurred by him in connection with his defense thereof; provided that when and to the extent that the Corporation has purchased and maintained such insurance, it shall have no duty under this Section 7.1 to indemnify any such person to the extent such liability is covered by such insurance. Section 7.2. Restriction Upon Acceptance of Gifts. No gifts or other contributions to the Corporation shall be accepted by the Corporation if the use or expenditure of such gift or other contribution is subject to any condition which is inconsistent with the purposes of the Corporation as stated herein. Section 7.3. Interest of Directors in Contracts. Any contract or other transaction between the Corporation and one or more of its Directors, or between the Corporation and any firm of which one or more of its Directors are members or employees, or in which they are interested, or between the Corporation and any corporation or association of which one or more of its Directors are shareholders, members, directors or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such Director or Directors at the meeting of the Board of Directors of the Corporation which acts upon or in reference to such contract or transaction. Also, notwithstanding such Director's participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize, approve and ratify such contract or transaction by a vote of a majority of the Directors present, such interested Director or Directors not to be counted in determining whether a quorum is present and not to be counted in calculating the majority of such quorum necessary to carry such vote. Provided, however, such contract or transaction shall be at arm's length and not violative of the proscriptions of these Articles against the Corporation's use or application of its funds for private benefit. Section 7.4. Net Earnings. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to, its Directors, officers, or other private individuals. Section 7.5. Private Foundation. If at any time it is determined by the Internal Revenue Service that the Corporation is a private foundation within the meaning of Code Section 509(a) or the corresponding provision of any future United States revenue law), the Corporation shall also be subject to the requirements set forth below in this Section. 5 a) Distribution of Income. The Corporation shall distribute its income each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Code Section 4942, or corresponding provisions of any subsequent federal tax law. b) Self -Dealing. The Corporation shall not engage in any act of self -dealing as defined in Code Section 4941(d), or corresponding provisions of any subsequent federal tax law. c) Excess Business Holdings. The Corporation shall not retain any excess business holdings as defined in Code Section 4943(c), or corresponding provisions of any subsequent federal tax laws. d) Investments Jeopardizing_ Charitable Purpose. The Corporation shall not make any investments in such manner as to subject it to tax under Code Section 4944, or corresponding provisions of any subsequent federal tax laws. e) Taxable Expenditures. The Corporation shall not make any taxable expenditures as defined in Code Section 4945(d), or corresponding provisions of any subsequent federal tax law. Section 7.6. Articles of Incorporation. The Corporation reserves to the Directors of the Corporation the right to amend, alter, change or repeal any provisions contained in the Articles of Incorporation or in any amendment hereto, in any manner now or hereafter prescribed or permitted by the Act or any amendment thereto; provided, nevertheless, that such power of amendment shall not authorize any amendment which would have the effect of disqualifying the Corporation as an exempt organization under the provisions of Section 501(c)(3) of the Code, or such equivalent provision as may hereafter exist from time to time. Section 7.7. By -Laws. As otherwise provided in the By -Laws of the Corporation, the Board of Directors shall have the power to adopt and amend the Corporation's By -Laws, which may contain other provisions consistent with the Articles of Incorporation, as well as the laws of the State of Indiana, for the regulation and management of the affairs of the Corporation. Section 7.8. Not -for -Profit Status. Notwithstanding any contrary provisions contained herein, neither the Board of Directors nor any other person shall have the power or authority to do any act that will prevent the Corporation from being an organization described in Code Section 501(c)(3) or corresponding provisions of any subsequent federal tax laws. 2019006v1 Internal Revenue Service Date: March 28, 2002 Indianapolis Symphony Choir, Inc. 32 E. Washington St., Ste. 1675 Indianapolis, IN 46204 Dear Sir or Madam: Department of the Treasury P. O. Box 2508 Cincinnati, OH 45201 Person to Contact: Cassandra E. Jackson 31-07417 Customer Service Representative Toll Free Telephone Number: 1:00 am to 6:30 p.m. EST 877-829-5500 Fax Number: 513-263-3756 Federal Identification Number: 35-6035494 This letter is in response to our receiving your request to change the address of your organization to what isreflectedintheheadingaboveandonourrecords. Our records indicate that a determination letter issued in February of 1952 we granted your organizationexemptionfromfederalincometaxundersection501(c)(3) of the Internal Revenue Code. That letter is still ineffect. Based on information subsequently submitted, we classified your organization as one that is not a privatefoundationwithinthemeaningofsection509(a) of the Code because it is an organization described insection509(a)(2). This classification was based on the assumption that your organization's operations would continue as statedintheapplication. If your organization's sources of support, or its character, method of operations, orPurposeshavechanged, please let us know so we can consider the effect of the change on the exemptstatusandfoundationstatusofyourorganization. Your organization is required to file Form 990 Return of Orgu^nizaliGn Exempt IInIU-in Col fie Tax, only if Itsgrossreceiptseachyeararenormallymorethan $25,000, if a return is required, it must be filed by the 15thdayofthefifthmonthaftertheendoftheorganization's annual accounting period. The law imposes apenaltyof $20 a day, up to a maximum of $10,000, when a return is filed late, unless there is reasonablecauseforthedelay. All exempt organizations (unless specifically excluded) are liable for taxes under the Federal InsuranceContributionsAct (social security taxes) on remuneration of $100 or more paid to each employee during acalendaryear. Your organization is not liable for the tax imposed under the Federal Unemployment Tax ActFUTA). Organizations that are not private foundations are not subject to the excise taxes under Chapter 42 of theCode. However, these organizations are not automatically exempt from other federal excise taxes. Donors may deduct contributions to your organization as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to your organization or for its use are deductible for federal estate andgifttaxpurposesiftheymeettheapplicableprovisionsofsections2055, 2106, and 2522 of the Code. 2- Indianapolis Symphony Choir, Inc. 35-6035494 Your organization is not required to file federal income tax returns unless it is subject to the tax on unrelated business income under section 511 of the Code. If your organization is subject to this tax, it must file an income tax return on the Form 990-T, Exempt Organization Business Income Tax Return. In this letter, we are not determining whether any of your organization's present or proposed activities are unrelated trade or business as defined in section 513 of the Code. The law requires you to make your organization's annual return available for public inspection without charge for three years after the due date of the return. If your organization had a copy of its application for recognition of exemption on July 15, 1987, it is also required to make available for public inspection a copy of the exemption application, any supporting documents and the exemption letter to any individual who requests such documents in person or in writing. You can charge only a reasonable fee for reproduction and actual postage costs for the copied materials. The law does not require you to provide copies of public inspection documents that are widely available, such as by posting them on the Intemet (World Wide Web). You may be liable for a penalty of $20 a day for each day you do not make these documents available for public inspection (up to a maximum of $10,000 in the case of an annual return). Because this letter could help resolve any questions about your organization's exempt status and foundation status, you should keep it with the organization's permanent records. If you have any questions, please call us at the telephone number shown in the heading of this letter. This letter affirms your organization's exempt status. Sincerely, kZ John E. Ricketts, Director, TE/GE Customer Account Services STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) AFFIDAVIT Liam Bonner an authorized representative of Indianapolis Symphonic Choir ("Grantee"), being first duly sworn upon my oath, state that pursuant to paragraph 2 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 calendar year ending 2019 totaled $ 790,359.05 r..r - tePri • Bonner Subscribed and sworn to before me, the undersigned Notary Public, this 11— day of DE/F,ir lYl / , 2020. 4,r ry o ........G OZZI NotaryY of 1nd10n• is'-fSEALtn s,•t. *I He then County Commission 0 7000E1 MY Commission Expires i..n,„ September 06, 2025 Signature - Notary Publi Printed Name f +kAoA.l Lyaz z Resident of (Y, 4- County, Indiana My Commission Expires: LPr S Indianapolis Symphonic Choir 6:31 PM Balance Sheet 08119/2020 AS of July 31, 2020 Accrual Basis Jul 31, 20 ASSETS Current Assets Checking/Savings 1100 - Cash and Savings 1101 - Checking 1101c - Checking - First Merchants 105,035.16 Total 1101 - Checking 105,035.16 1106 - Savings 1105c - Trip funds 6,948.00 1105e - Grants/contributions for NFY 124,976.01 1106v • Undesignated 12.931.54 Total 1105 - Savings 118.992.47 1106 - Cash Box 250.00 Total 1100 • Cash and Savings 224.277.63 Total Checking/Savings 224,277.63 Other Current Assets 1300 • Inventory Asset 1302 • CD Inventory- Christmas 7,552.00 1304 • CD Inventory. Zabur 360.00 1305-CD Inventory -Naxos Christmas 8,323.87 Total 1300 • Inventory Asset 16.235.87 Total Other Current Assets 16,235.87 Total Current Assets 240,513.50 Fixed Assets 1400 - Fixed Assets 1401 • Equipment 22,897.34 1401b • Webstte 22.773.00 1402 - Accumulated Depreciation 37,940.90 Total 1400 • Fixed Assets 7.729.44 Total Fixed Assets 7,729.44 Other Assets 1700 • Endowment 1701• ISC Endowment-CICF- Corpus 318,979.12 170l r - Accumulated growth/decline 35,997.63 1701u - Accumulated Unrealiz Gain/Loss 82.27 Total 1700 • Endowment 355,059.02 1800 • Donor Restricted 1802 - Raymond James 1802c • Lily Endowment Year 3 99,000.00 1802d - Board Restricted CD Fund 12,086.09 1802k • Board Restricted Pr Yrs Surplus 18.343.92 1802z • Undesignated 9,400.16 Total 1802 - Raymond James 138,830.17 Total 1800 - Donor Restricted 138.830.17 1900 • Prepaid Expense 1909 - Prepaid Exp - Next FY 275.00 Total 1900 - Prepaid Expense 275.00 Total Other Assets 494,164.19 TOTAL ASSETS 742,407.13 Page 1 of 2 Jul 31, 20 LIABILITIES & EQUITY Liabilities Current Liabilities Accounts Payable 2001 • Accounts Payable 176.99 Total Accounts Payable 176.99 Other Current Liabilities 2009 • PPP Loan 67,784.00 2002 • Accrued Expenses 576.00 2007 - Tour Deposits and Prepaid Expen 2007a • Traveler Deposits 6,948.00 Total 2007 • Tour Deposits and Prepaid Expen 6,948.00 2400 • Unearned Revenue 2413 • Un Rev - Foundation Grants 24131 • Un Rev -Grants Next Fiscal Yr 1,000.00 24131 • Foundation Grants 20/21 99,000.00 Total 2413 • Un Rev - Foundation Grants 100,000.00 2415• Contributions/Grants-Next FY 123,976.01 Total 2400 • Unearned Revenue 223,976.01 Total Other Current Liabilities 299,264.01 Total Current Liabilities 299,441.00 Total Liabilities 299,441.00 Equity 3200 • Perm Restricted Net Assets 3202 • Endowment 315,769.12 Total 3200 • Penn Restricted Net Assets 315,769.12 3300 • Temp. Restricted Net Assets 3301 • Board Restricted 18,343.92 3302 - Recording fund 15,386.38 3303 • Endowment 29,193.30 Total 3300 • Temp. Restricted Net Assets 62,923.60 3500 • Retained Earnings 84,494.61 Net Income 20,221.20 Total Equity 442,966.13 TOTAL LIABILITIES & EQUITY 742,407.13 Page 2 of 2 Indianapolis Symphonic Choir Profit & Loss Budget vs. Actual August 2019 through July 2020 Ordinary Income/Expense Income TICKET SALES 4002 • Sacred Masterworks Tix Sales 4003 - Festival of Carols Tix Sales Total TICKET SALES EARNED INCOME 4100 - Individual Contributions 4110 • Matching Funds 4120 • Corporate Contributions 4132•In-Kind Rent 4140 - A.C.I. Grant 4141 • I.A.C. Grant 4143 - Foundation Grants 4146 • Lilly Endowment Grant 4148 • SBA Grant- CARES ACT 4149 • Specal Project Grants 4150 • Gala 4161b • Gala Income - Ticket Sales 4151c • Gala Income - Funds -Need 4151d • Gala Income - Silent Auction 4151e • Gala Income - Live Auction 4161f • Gala Income - In -Kind Total 4160 - Gala 4163 - Opening Night Dinner 4163a - OND- Ticket Sales Total 4163 • Opening Night Dinner Total EARNED INCOME OTHER INCOME 4201 - Contracted Services 4202 - Interest/Dividend Income 4206 - Realized gain on sale of invest 4206 - CICF Funds released for use 4210 - Miscellaneous Earned Income 4211 - Recording - Public Release 4212 • Vocal Scores 4213 - Recording -Archival 4216 - Performance Attire 4217 • Mug Sales Total 4210 - Miscellaneous Earned Income Total OTHER INCOME Total Income Cost of Goods Sold 5001 • Cost of Goods Sold - All CDs Total COGS Gross Profit 5:40 PM 08/19/2020 Accrual Basis Aug'19 -Jul 20 Budget $ Over Budget 18,737.10 20.300.00 1,562.90 148,899.55 149,000.00 100.45 167,636.65 169,300.00 1,663.35 170,583.04 140,000.00 30,583.04 20,266.17 15,000.00 5.266.17 2,000.00 23.000.00 21.000.00 15.180.00 15,180.00 0.00 24,300.00 24,300.00 0.00 18,277.50 12,222.00 6,055.60 71,000.00 71.000.00 0.00 80,000.00 80,000.00 0.00 6,000.00 0.00 6,000.00 20.000.00 0.00 20.000.00 57.725.00 62,500.00 4,775.00 35,640.00 35,000.00 640.00 19,295.00 30,000.00 10.705.00 14.900.00 15,000.00 100.00 28,072.00 46,000.00 17,928.00 155,632.00 188,500.00 32,868.00 4,550.00 10,000,00 5,450.00 4,550.00 7000.00 5,450.00 587,788.71 579,202.00 8.586.71 17,000.00 41,000.00 24,000.00 254.89 1,500.00 1.245.11 472.26 0.00 472.26 5.500.00 5,500.00 0.00 5.482.84 0.00 5,482.84 4,653.72 5.000.00 346.28 912.00 2.500.00 1,588.00 112.50 0.00 112.50 1,490.00 0.00 1.490.00 12,651.06 7,500.00 5.151.06 34.933.69 55,500.00 20.566.31 790,359.05 804,002.00 13,642.95 6,336.00 625.00 5,711.00 6,336.00 625.00 5,711.00 784,023.05 803,377.00 19,353.95 Page 1 of 4 Aug '19-Jul 20 Budget Over Budget Expense ADMINISTRATIVE EXPENSES 6101 - Executive Director Salary 78,567.04 77,573.00 994.04 6103 • Production Specialist 37,000.00 36,000.00 1,000.00 6104 • Director of Development 54,125.00 52,500.00 1,625.00 6106a • Special Consultant 20,802.00 20,800.00 2.00 6106 - FICA 18,944.32 18,769.00 175.32 6107 - Medicare 4,430.54 4,390.00 40.54 6108 • FUTA/SUTA 610.70 800.00 189.30 6109 • Employee Benefit- Retirement 8,326.90 9,082.00 755.10 6110 • Employee Benefits- Other 20,659.56 24,127.00 3,467.44 6111 - Professional Advancement 1,696.83 0.00 1,696.63 6122 • Equipment Maintenance/Purchase 1,222.68 2,210.00 987.32 6132 • Parking 182.40 1,000.00 817.60 6133 • Supplies 1,810.22 2,071.00 260.78 6134- Administrative Postage 404.79 500.00 95.21 6135 - Printing 48.22 1,000.00 951.78 6136 • Dues and Subscriptions 93.03 2,500.00 2,406.97 6137 - Software & Service Subscription 5,001.92 3,000.00 2,001.92 6141 • Insurance 3,805.00 3,750.00 55.00 6161 - AudlVLegal Fees 5,025.00 5,500.00 475.00 6162 - Internal Accounting Expense 1,564.00 3,600.00 2,036.00 6163 • Bank Account Fee 870.59 1,000.00 129.41 6154 - Payroll Processing Fee 1,554.50 1,800.00 245.50 6155 • Investment Fees 0.00 100.00 100.00 6166-Credit Card Fees 9,882.17 5.000.00 4,882A7 6158 - Interest Expense 943.28 0.00 943.26 6161 - Board Directed Expenses 105.00 1,000.00 895.00 6162-In-Kind expense 15,180.00 15,180.00 0.00 6163 - Staff Kudos 2.66 900.00 897.34 Total ADMINISTRATIVE EXPENSES 292.856.35 284,152.00 1,293.85 ARTISTIC PERSONNEL EXPENSE 6201 Artistic Directors Fee 58,289,40 57,540.00 749.40 6202• Assistant Conductor Fee 21,054.00 20,305.00 749.00 6202a - Acting Artistic Director 20,304.00 20,305.00 1.00 6205 • Artistic Advancement 555.40 0.00 555.40 6212 - Guest Artist Fees and Expenses 26,569.80 33,000.00 6,430.20 6214-Instrumentalists 74,400.00 73,100.00 1,300.00 6215 - Accompanist Fees 18,200.00 17,700.00 500.00 6215b • Accompanist Fee- Substitute Fee 600.00 600.00 0.00 6216 - Commissioned Work 20,000.00 0.00 20,000.00 6221 - Singers Amenities 932.70 0.00 932.70 Total ARTISTIC PERSONNEL EXPENSE 240,905.30 222,550.00 18,355.30 EDUCATION/OUTREACH EXPENSES 6302 • Conducting Fellowship 6,416.00 7,550.00 1,135.00 6304- Christmas Carol Competition 3,435.30 3,500.00 64.70 6305 - Masterwork Commis. Com. Engage 0.00 500.00 500.00 6306 • Singer Stipend for POPS 800.00 2,500.00 1,700.00 6307 - Other Education/Outreach 730.80 2,000.00 1,269.20 6308 • Website Design 0.00 1,000.00 1,000.00 Total EDUCATION/OUTREACH EXPENSES 11,381.10 17,050.00 5,668.90 Page 2 of 4 Aug '19-Jul 20 Budget Over Budget FUND DEVELOPMENT EXPENSES 6401 • Cultivation Events 2,252.37 4,500.00 2,247.63 6402 - Grant Writer 600.00 0,00 600.00 6403 - Supplies and Printing 3,053.18 1,000.00 2,053.18 6404 - Fund Raising Postage 740.79 1,000.00 259.21 6405 - Data Base Service 4,788.36 6,600.00 1.711,64 6410-Planned Giving-Printing/Design 0.00 250.00 250.00 6412-Planned Giving -Cultivation 0.00 1,000.00 1,000.00 6413 • Opening Night Dinner 4,266.70 5,000.00 733.30 6416 - Gala Expense 6416a • Gala Expense - Venue/Food 45,844.03 44,400.00 1,444.03 6416b-Gala Expense - Performance 4,450.00 5,000.00 550.00 6415c • Gala Expense - Decor 3,263.85 2,000.00 1,263.05 6416d - Gala Expense -Auction 19,407.00 10,000.00 9,407.00 64169-Gala Expense - Marketing 3,081.80 3,000.00 81.80 6415f-Gala Expense - Miscellaneous 2.551.09 3,000.00 448.91 64159 - Gala Expense - In -Kind Expense 28,072.00 46,000.00 17,928.00 Total 6416 • Gala Expense 106,669.77 113,400.00 6,730.23 Total FUND DEVELOPMENT EXPENSES 122,371.17 132,650.00 10,278.83 PRODUCTION EXPENSES 6501 • Concert Hall Rental 35,030.50 36,325.00 1,294.50 6602 - Concert Lighting/Ambience 7,661.50 13,000.00 5,338.50 6503 • Box Office Expenses 8,620.01 11,000.00 2,379.99 6511 • Performance Attire 444.85 0.00 444.85 6621 - Music Rented/Purchased 9,578.61 5,750.00 3,828.61 6522 - Rehearsal Space Rental 4,100.00 8,800.00 4,700.00 6623 • Rehearsal Equip Purchase/Rental 45.62 0.00 45.62 6631 - Recording -Archival 3,055.26 2,000.00 1,055.25 6641 - ASCAP Fee 1.785.12 2,100.00 314.88 Total PRODUCTION EXPENSES 70,321.46 78,975.00 8,653.54 PROMOTIONAL EXPENSES 6601 - Contractor- Design Specialist 1,000.00 0.00 1,000.00 6602 • PR Consultant 7,800.00 8,000.00 200.00 6611 • Printing 12,655,00 15,000.00 2,345.00 6612 • Design 8,445.00 12,000.00 3,555.00 6614- Advertising 22,110.00 16,000.00 6.110.00 6616 - Promotional Postage 9,448.91 5,000.00 4,448.91 6621 • Other Promotional Expense 840.00 2,000.00 1,160.00 Total PROMOTIONAL EXPENSES 62,298.91 58,000.00 4,298.91 Total Expense 800,136.29 803,377.00 3,240,71 Net Ordinary Income 16,113.24 0.00 16,113.24 Page 3 of 4 Aug '19-Jul 20 Budget Over Budget Other Income/Expense Other Income 7001 • Endowment Transactions 7001a • Endowment Donation 1,710.00 0.00 1,710.00 7001b • Endowment Donation -Matching 1,500.00 0.00 1,500.00 7001c • Endowment Account Dividend Inc 2,527.26 0.00 2,527.26 7001d • Endowment Account Realized Gain 21,123.81 0.00 21,123,81 7001e • Endowment Acct Transaction Fee 791.34 0.00 791.34 7001f • Endowment Account CICF Fees 2.807.60 0.00 2,807.60 7001g • CICF Funds released for use 5,500.00 0.00 5,500.00 Total 7001 - Endowment Transactions 17,762.13 0.00 17,762.13 7100 • Unrealiz Gain/Loss on Inveshr nt 7100a • Unrealiz Gain/Loss -ISC Endwmt 20,335.53 0.00 20,335.63 Total 7100 - Unrealiz Gain/Loss on Investmnt 20,335.53 0.00 20,335.53 Total Other Income 2,673.40 0.00 2,673.40 Other Expense 8002 • Depreciation Expense 1,534.56 0.00 1,534.56 Total Other Expense 1,534.58 0.00 1,534.56 Net Other income 4,107.96 0.00 4,107.96 Net Income 20,221.20 0.00 20,221.20 Page 4 of 4 PUBLIC DISCLOSURE COPY EXTENDED TO JUNE 15, 2020 Return of Organization Exempt From Income Tax OMB No. 1545-0047 Form 990 Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) 2018 Department of the Treasury No, Do not enter social security numbers on this form as it may be made public. Open to Public Internal Renem o, Go to www.irs. ov/Form990 for instructions and the latest information. Inspection A For the 2018 calendar year, or tax year beginning AUG 1, 2 018 and ending JUL 31, 2019 B Check if C Name of organization D Employer identification numberapplicable: changes INDIANAPOLIS SYMPHONIC CHOIR, INC Name Doing business as return Number and street (or P.O. box if mail is not delivered to street address) lnr 4600 SUNSET AVENUE termin- etad City or town, state or province, country, and ZIP or foreign postal code Amendedreturn INDIANAPOLIS, IN 46208 uonpeCB F Name and address of principal officer:LIAM BONNER pending n.s._ . n .. . T....... 35-6035494 Room/suite E Telephone number 317-940-9057 G Gross receipts a b b b, Y 6 3 H(a) Is this a group return for subordinates? =Yes [!]No H(b) Are all subordinates included?= Yes =No If "No," attach a list. (see instructions) u 1 Briefly describe the organization's mission or most significant activities: THE INDIANAPOLIS SYMPHONIC CHOIR IS DEDICATED TO EXCELLENCE IN THE PERFORMANCE OF CHORAL MUSIC, TO d2 Check this box if the organization discontinued its operations or disposed of more than 25% of its net assets. 3 Number of voting members of the governing body (Part VI, line 1 a) 3 17 yf 4 Number of independent voting members of the governing body (Part VI, line 1 b) ...................... ........ 4 17 a5 Total number of individuals employed in calendar year 2018 (Part V, line 2a).......................... 5 9 5: 6 Total number of volunteers (estimate if necessary) 6 250 G 7 a Total unrelated business revenue from Part VIII, column (C), line 12...... ..........................„_„ 7a 0. 71, 0. b Net unrelated business taxable income from Form 990-T line 38 ........ ......... ....................... Prior Year Current Year 8 Contributions and grants (Part Vlll, line lh) 734,388. 415,272. c 9 Program service revenue (Part VIII, line 2g) ......... .............. 3 8 8 , 66 8 . 2 0 0 , 9 6 —4. to 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d) ............. 16 , 8 8 , 5 50 . 7 6 , 9 . 61 , 4. 6 . 11Otherrevenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11 e) ....................... 12 Total revenue - add lines 8 through 11 must equal Part VIII column (A), line 12 1 , 0 61 , 7 3 . 563 , 207 13 Grants and similar amounts paid (Part IX, column (A), lines 1-3) ................................. 0 . 0. 14 Benefits paid to or for members (Part IX, column (A), line 4) ....................................... 0. 0. d 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5.10) . 396,671. 331,228. m 16a Professional fundraising fees (Part IX, column (A), line 11 e) 0. 0. K b Total fundraising expenses (Part IX, column (D), line 25) Do-6 4 , 3 2 0 . w 17 Other expenses (Part IX, column (A), lines 11a-11d,11f-24e)....................................... 8 , 225. 35 7,827. 18 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25) .................... 2 9 6 . 6 9 , 0-5 5 . 19 Revenue less expenses. Subtract line 18from line 12........... _........ .._._............_..._. 18 ,577. 127,775. tea' Beginning of Current Year End of Year 813,215 . 701, 350. d 20Totalassets (Part X, line l6)..................................... aD 21 Total liabilities ,,,.,_.... ....... .--.... . 258. 977. 9 5 7 .1 b92,373. 22 Netassetsorfundbalances. Subtract line 21 from line 20..........................................I rant 11 1 019114LUUU DIOUK Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge. Sign ignature o o Icer Date Here LIAM BONNER, EXECUTIVE DIRECTOR Type or print name and tItIF Print/Type preparer's name Preparer's signature Date Check MIN Paid e sellem toe0 Preparer Firm' s name 1, Firm's EIN Use Only Firm's address Phone no. May the IRS discuss this return with the preparer shown above? (see instructions) U Yes U No 8320D1 12- 31-1e LHA For Paperwork Reduction Act Notice, see the separate instructions. Form 990 (2018) SEE SCHEDULE 0 FOR ORGANIZATION MISSION STATEMENT CONTINUATION AU INDIANAPOLIS SYMPHONIC C H O 1 R 2020-2021 BOARD OF DIRECTORS PRESIDENT Ray Biederman NIBCB Attorneys LLP VICE PRESIDENT Jessica White Jessica White .-Associates SECRETARY Ann Carlson* Nurse I Retired TREASURER Jennifer Grady Katz, Sapper & NIiller Peter Fellegy Deep South Communications, LLC Ann Gerritsen Roche, Diabetes Care I Retired Alexandra Gortchilova Bose McKinney & Evans LLP Andrew Hamaker Pathfinder CPA Group, LLC Tim Hansen Raymond James AV INDIANAPOLIS SYMPHONIC C H O 1 R Kevin Kerswick Crowe LLP Michelle Maslowski Ogletree Deakins Dr. Katie McHugh IU Health Dr. Blake Neubauer Teichos Laboratories, LLC Mike Slocum Indiana INTERNnet, Indiana Chamber of Commerce Jennifer Towner Robert Half Dr. Thomas Woo* Physician and Orthopedic Surgeon I Retired Denotes singer in the Indianapolis Symphonic Chou INDIANAPOLIS SYMPHONIC C H O l R November 13, 2020 The Honorable Mayor James Brainard Carmel City Hall One Civic Square Carmel, IN 46032 Dear Mayor Brainard, The Indianapolis Symphonic Choir, celebrating its 84th season in 2020-2021, is proud to be one of the nation's most established and dynamic musical institutions. Among the most active symphonic choruses in the United States, the organization reaches more than 20,000 persons each season through performances and education community engagement programs. Recognized as a leader amongst peer choruses, we are honored to be among the top 1% of choruses in terms of budget size and overall institutional capacity in the United States. We are grateful for the generous support by the City of Carmel for our 2020 performances of Festival of Carol at The Palladium at the Center for the Performing Arts. You are helping us to continue a growing musical tradition that brings people of all ages and of all musical backgrounds together. ERIC SPARK ARTISTIC oiRrcroR The Indianapolis Symphonic Choir was awarded a 2020 arts grant in the amount of 17,000. At the time of submitting this report, the full use of those grant funds has been used to reimagine our 30`h Anniversary of Festival of Carols. The COVID-19 pandemic has crippled many arts organization, but we continue to provide quality choral music to our community near and far at a time when it is needed most. The December 2020 performances, while not possible to produce for an in -person concert experience due to the pandemic, have been filmed in smaller segments at The Palladium and will include virtual choir performances as well as interviews with our guest artists for a free broadcast that will air on MyINDY-TV channel 23 on Monday, December 21 at 7pm. Following the broadcast, the production will be available for on -demand viewing on both our website and YouTube channel. This year's guest soloist is opera star and Indianapolis native Angela Brown. We are thrilled to be able to extend our audience reach this year, to have the beautiful setting of The Palladium, and to highlight Carmel, IN as an attractive place to visit and to five. Relying on its well -established foundation of volunteers, community partnerships, patrons, and operational infrastructure, this past season for the Indianapolis Symphonic Choir was one of growth and achievement until COVID-19. There are, of course, the overarching financial challenges now presented due to the pandemic. Until March of 2020, the organization was tracking ahead in fundraising. However, due to COVID-19 that slowly started to decline on top of the lost earned revenue from the canceled performances with the Indianapolis Symphony Orchestra. An additional challenge experienced when the pandemic hit was a lack of technology' and financial resources needed to pivot quickly to the digital production of the choral arts for our community. INDIANAPOLIS S Y M P H 0 N IC C H 0 I R Thanks to the resilience of the board and staff and the generosity of our donors, the organization was able to close the fiscal year having reduced an originally projected six -figure deficit, due to the effects of the pandemic starting in March 2020, to a mere $20K. An extraordinarily successful Giving Tuesday Now campaign in early May demonstrated the dedication of our donors to the choral arts in our community. We also applied and were approved for the Payroll Protection Program. One of the primary goals of the board was to not lay-off or furlough any of our staff and this is still being maintained. We experienced some significant accomplishments this past fiscal year prior to the pandemic including selling out our final performance of Festival of Carols in 2019 to the point that we had to open an entirely new tier of seating for the first time at the Palladium. The month before that, we proudly released our latest recording on the Naxos label "Festival of Carols" featuring two-time GRAMMY award -winning artist Sylvia McNair. But perhaps our most cherished accomplishment this past fiscal year was our ability to find ways to engage and care for our singers at the end of the season when COVID canceled everything. We are proud of the work we did to cultivate those internal relationships. Etoc. S rARK With your generous support, the Symphonic Choir has been able to continue its Aensnc oIaccraa programming and maintain a high level of artistic integrity. We are grateful for your past support and we look toward the future with your continued support. Warm regards, d Liam Bonner Executive Director RESOLUTION NO. BPW 02-03-21-23 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrant International Talent Academy.docx1/27/202110:35AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and Th-fe )-ha 4i o ka Tc le tz,-t- Aca dem v (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, Ta;- X a it a kc vt1 a r 0VQ— 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, agrees to grant S 10 , 000 .00 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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: I . 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, unaudited Balance Sheet and Income Statement, 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 8 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who K 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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 jurisdiclion. 11. 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 and Federal law. 12. 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. 13. 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. k1 14. Relationship of Patties. 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 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. 15. 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. 16. 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 WH• E_/ROF, the parties hereto have made and executed this Agreement as follows: h t h A i i 0 +mil `Ta lPF,4cQem 1 ("Grantee") By Tah (Signature) j 1 Printed Name of Officer: U G h o, IZC Yn a rOVATitle: _ t GLci'Na V ll''4-or Date: 11- 11 - 2010 CITX OF CARMEL ("Grantor") James Brainard, Mayor Date: 1-13-2021 1-13-2021 If you have any question concerning the City ofCarmel's 2021 Arts Grant Program grant writing, guidelines or application materials, contact: Sharon Kibbe. City of Carmel, One Civic Square, Camtel, IN 46032. Phone 317.571-2493, skibbcCa:mrnc1 in ao . 4 INTERNATIONAL TALENT ACADEMY REPORT2019 r: EXHIBIT A Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: I Address: 113,99 a,4 e2 i FA Telephone: I - - 8 j 5 — Contact Person: a"k, Email: Zq dYvci -'13 i APPLICATION AMOUNT: $ 3 Fax: U4r0-V-19t- 0 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: s Y 1pli. Ss U jaZa, 2H, oC0bjlw C(90 0 0 d h--41rrnlr I G'0'" ^ Jam• //, p V' 1A ditional pagges may be added to Exhibit ',A") 1 Twl 6 t % 00 By: v - Printed Name of Officer: ii>/C / 20 5 WT Ry, INTERNATIONAL TALENT ACADEMY Performing eZ Gi6eralArts Sckoo[forToung ChifQren YM A* November 16, 2020 Mayor Jim Brainard International Talent Academy Carmel Arts Advisory Committee 11398 Regency Ln, City Hall, Third floor Carmel, IN 46033 One Civic Squire, Carmel, IN 46032 Dear Mayor Brainard and Carmel Arts Advisory Committee: I am writing on behalf of the International Talent Academy (ITA), a 501 (c) (3) non-profit organization. ITA is dedicated to raise intelligent and committed generation of young children to take leadership and build a strong future in our society through high level performing & liberal arts programs. ITA continuously growing arts programs which highly benefit Carmel and surrounding communities. Last year ITA organized and ran 2 Intemational projects where we represented Carmel and USA We are sincerely asking to consider increasing our grant amount, so we can ran successful year- round operations of our growing organization. Please, note that we do not receive any grants or support from any other organizations. Additionally, please, look inside for a proposed new Carmel Rising Star Competition Enclosed, in this proposal: 2020 annual report a copy ofthe IRS 501c3letter 2021 budget 2019 financial statements, IRS forms articles of incorporation an application form & agreement To support ITA's mission and vision as well as 1800+ volunteer hrs we collectively worked this year, we respectfully request $15,000.00 in support of the organization's operations, growth development and 3,000 seed money for the new Carmel Rising Star Competition (3 different divisions) we are planning to run in 2021. The funds will be allocated as follows: 10,000.00 — Current Program Operations, Organization and Programs development 2,500.00 — Website, technical support, new equipment 1,500.00 — Program materials & Marketing 1,000 — Insurance 3,000 — Cannel Arts Rising Star competition (3 divisions) Thank you and the Carmel Arts Advisory Committee for your consideration of this good faith request from the International Talent Academy. If you require any further information, I would be happy to provide it. Your support is greatly appreciated! Sincerely, Tatyana Komarova, Executive Director Board of Directors, International Talent Academy iel{Fax(317)815-9381 E-mail;;Fatyana([ Intemationaltalentacademy.org%N%v%.IntemationalTalentAcademy.org ITA is a 501 (c) (3) non-profit organ ization.Tax ID #20-4369460. INTERNATIONAL TALENT ACADEMY REPORT 2019 EXHIBIT B 4T International Talent Academy: 2021 budget Income proposed 2021 4-5 Contributed support 4510 Individual/Business contribution 500.00 4540 Local government grants 18,000.00 4550 Other grants 3,000.00 5802 Fundraisers 1,500.00 Total 4-5 Contributed support 23,000.00 Earned revenues 5180 Program service fees 20,000.00 Total 5 Earned revenues 20,000.00 Total Income 43,000.00 Expenses 7200 Salaries & related expenses 7210 Officers & directors salaries 24,000.00 7220 Contracted Teachers 10,000.00 7230 Executive Assistant Total 7200 Salaries & related exp 34,000.00 7520 Accounting fees 200.00 Total7500 Professional fees 200.00 8100 Office expense 8195 Computer services 900.00 8130 Telephone & telecom 840.00 Total8100 Office expense 1,740.00 8110 Office Supplies 200.00 8180 Books and Classes material 300.00 Total 8110 Office Supplies 500.00 8200 Rent 8210 Rent, other occupancy 500.00 Total 8200 Rent 500.00 8300 Travel & meetings expenses Total 8300 Travel expenses 8700 Insurance - non -employee 300.00 8800 Insurance - BOD 998.00 8900 Membership dues 240.00 9000 Advertising expenses 150.00 9030 Marketing Services 300.00 Total 8570 Advertising expenses 450.00 Special Event Rising Star Competition Total Expenses Net Operating Income Volunteer services received website, marketing, accounting 3,000.00 41,928.00 1,072.00 60,000.00 IN -Kind help tech support) INTERNATIONAL TALENT ACADEMY REPORT 2019 EXHIBIT C State of Indiana Office of the Secretary of State CERTIFICATE OF INCORPORATION of INTERNATIONAL TALENT ACADEMY, INC. I, TODD ROKITA, Secretary of State of Indiana, hereby certify that Articles of Incorporation of the above Non -Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991. NOW, THEREFORE, with this document I certify that said transaction will become effective Wednesday, February 01, 2006. In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, February 1,2006. TODD ROKITA, SECRETARY OF STATE 2006020300323 / 2006020336008 INTERNATIONAL TALENT ACADEMY, I Nvl 4 jr The undersigned incorporator, desiring to form a nonprofit corporation hereinafter referred to as the "Corporation"), pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991 (hereinafter referred to as the "Act"), executes the following Articles of Incorporation: ARTICLE I The name The name of the Corporation is International Talent Academy, Inc. hereinafter referred to as the "Corporation"). ARTICLE II Purposes The Corporation is a public benefit corporation organized exclusively for the charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended from time to time, or the corresponding provisions of any future United States Revenue law. As thus limited, the purpose for which the Corporation is organized is to educate parents about early brain development and the importance of the first years of a child's life, and to exercise their children's mental and physical capabilities so that they may have the opportunity to reach their fullest potential through the educational programs of the Academy, which include performing arts, language arts, gymnastics, arithmetic, computers, and science. ARTICLE III Period of Existence The period during which the Corporation shall continue is perpetual. ARTICLE IV Registered Agent and Registered Office. The name of the Registered Agent is Tatyana Komarova, and the address of the Registered Office at which the Registered Agent may be reached is 1153 Aqueduct way, Indianapolis, IN 46280. ARTICLE V Membership The Corporation shall have no members. ARTICLE VI Directors Section 6. L Number of Directors. The initial number of Directors is six (6). Hereafter, the number of Directors .of the Corporation and their election shall be fixed by the Code of By -Laws of the Corporation, but in no event shall the number be less than three (3). Section 6.2. Names and Post Office Addresses of the Directors. The names and post office addresses of the initial Board of Directors are: Name Tatyana Komarova Alexander Keddie Irina Gorin Tamatha A. Stevens Mary Beth Plummer Amy Canute Number and Street 1153 Aqueduct way 2862 Brook Vista 5807 Sedgeyrass Crossing 3755 E. 82" Street, Suite 200 3755 E. 82"a Street, Suite 200 10121 Oak Ridge City and State Zip Code Indianapolis, IN 46280 Carmel, IN 46032 Carmel, IN 46033 Indianapolis, IN 46240 Indianapolis, IN 46240 Zionsville, IN 46077 Section 6.3. Terms of Directors. Directors of the Corporation shall be elected for such terms as may be fixed by the Code of By -Laws of the Corporation and shall, if the By -Laws shall so provide, be divided into as many groups whose terms of office expire at different times as the By -Laws shall provide; provided, however, that no term of office shall continue longer than five (5) years. Section 6.4. Removal of Directors. Any or all members of the Board of Directors of the Corporation may be removed at any time with or without cause by a 2 vote of the majority of all the members of the Board of Directors held during any meeting of the Board of Directors called expressly for that purpose. ARTICLE VII Incorporator The name and post office - address of the incorporator of the Corporation is Tatyana Komarova, 1153 Aqueduct way, Indianapolis, IN 46280. ARTICLE VIII Provisions for the Regulation and Conduct of the Affairs of the Corporation Section 8.1. Powers. To carry out the purposes set forth above, the Corporation shall have the powers enumerated in the Indiana Nonprofit Corporation Act of 1991, as the same may be amended from time to time; provided, however, that notwithstanding any other provision of these Articles or any provision of said Act or any other law, the Corporation shall not in any manner or to any extent participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office; nor shall a substantial part of its activities consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall it carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States revenue law) or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United Stated revenue law). Section 8.2. Restriction Upon Inurement of Net Earning No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to, its members, directors, officers, or other private individuals, 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 purposes set forth in Article II hereof. Section 8.3. Restriction Upon Acceptance of Gifts. No gifts or other contributions to the Corporation shall be accepted by the Corporation if the use or expenditure of such gift or other contribution is subject to any condition which is inconsistent with the purposes of the Corporation as stated herein. 3 Section 8.4. Dissolution. Upon dissolution, the net assets of the Corporation shall be transferred to such nonprofit corporation or corporations which are in existence at such time, and which are organized at such time for purposes substantially the same as those of the Corporation, and which qualify at such time as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provisions of any h e United States revenue law), as the Board of Directors of the Corporation may determine. Section 8.5. Distribution of Income. The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States revenue law). Section 8.6. Prohibited Transactions. If at any time it is determined by the Internal Revenue Service that the Corporation is determined to be a private foundation within the meaning of Section 509(a) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States revenue law), it shall not, for so long as it continues to be a private foundation within such meaning, engage in any of the following transactions or do any of the following acts: 1) Engage in any act of self -dealing as defined in Section 4941 (d) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States revenue law); 2) Retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States revenue law); 3) Make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States revenue law); 4) Make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States revenue law). Section 8.7. Interest of Directors in Contracts. Any contract or other transaction between the Corporation and one or more of its Directors, or between the Corporation and any firm of which one or more of its Directors are members or employees, or in which they are interested, or between the Corporation and any corporation or association of which one or more of its Directors are shareholders, 4 members, directors or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such Director or Directors at the meeting of the Board of Directors of the Corporation which acts upon or in reference to such contract or transaction, and notwithstanding such Director's participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize, approve and ratify such contract or transaction by a vote of a majority of the Directors present, such interested Director or Directors to be counted in determining whether a quorum is present, but not to be counted in calculating the majority of such quorum necessary to carry such vote; provided, however, that such contract or transaction shall be at arm's length and not violative of the proscriptions of these Articles against the Corporation's use or application of its funds for private benefit. Section 8.8. Indemnification of Directors Officers and Employees. The Corporation shall indemnify any individual made a party to any action, suit or proceeding by reason of the fact that such individual is or was a director, officer, employee or agent of the Corporation against all liability and reasonable expense incurred or suffered by such individual in connection therewith, if: a) the individual's conduct was in good faith; and b) the individual reasonably believed: i) in the case of conduct in the individual's official capacity with the Corporation, that the individual's conduct was in its best interests; and ii) in all other cases, that the individual's conduct was at least not opposed to the Corporation's best interests; and c) in the case of any criminal proceeding, the individual either: i) had reasonable cause to believe the individual's conduct was lawful; or ii) had no reasonable cause to believe the individual's conduct was unlawful. The terms used in this Article VIII shall have the same meaning as set forth in IC 23- 17 et seq. Nothing contained in this Section shall limit or preclude the ability of the Corporation to otherwise indemnify or to advance expenses to any director, officer, employee or agent. The rights of indemnification, reimbursement and advance payments set forth above shall not be deemed exclusive of any other rights to which such individual may be E entitled apart from the provisions of this Article, and shall inure to the benefit of the heirs and legal representatives of such individual. This section shall be construed in a manner consistent with the proscriptions of these Articles against the Corporation's use or application of its funds for private benefits. Section 8.9. Code of By Laws. The Board of Directors of the Corporation shall have the power to make, alter, amend or repeal a Code of By -Laws providing for the internal regulation and conduct of the affairs of the Corporation, provided that a number of Directors equal to a majority of the Board of Directors votes affirmatively for such action. Section 8.10. Amendment. These Articles may be amended by the affirmative vote of a majority of the Directors, provided that a number of Directors equal to a majority of the Board of Directors votes affirmatively for such action. 31 IN WITNESS WHEREOF, the undersigned does hereby execute these Articles of Incorporation as of this 25`h day of January, 2006. Tatyana Komarova, Incorporator 7 INTERNATIONAL TALENT ACADEMY REPORT20196_1 EXHIBIT D INTERNAL REVENUE SERVICE P. 0. BOX 2508 CINCINNATI, OH 45201 Date: SEP 2 71 2006 INTERNATIONAL TALENT ACADEMY INC 1153 AQUEDUCT WAY INDIANAPOLIS, IN 46280 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 20-4369460 DLN: 17053167046006 Contact Person: DONNA ELLIOT-MOORE ID# 50304 Contact Telephone Number: 677) 829-5500 Accounting Period Ending: December 31 Public Charity Status: 170 (b) (1) (A) (vi) Form 990 Required: Yes Effective Date of Exemption: February 1, 2006. Contribution Deductibility: Yes Advance Ruling Ending Date: December 31, 2010 We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. Contributions to you are deductible under section 170 of the Code. You are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501(c)(3) of the Code are further classified as either public charities or private foundations. During your advance ruling period, you will be treated as a public charity. Your advance ruling period begins with the effective date of your exemption and ends with advance ruling ending date shown in the heading of the letter. Shortly before the end of your advance ruling period, we will send you Form 8734, Support Schedule for Advance Ruling Period. You will have 90 days after the end of your advance ruling period to return the completed form. We will then notify you, in writing, about your public charity status. Please see enclosed Information for Exempt Organizations Under Section 501(c)(3) for some helpful information about your responsibilities as an exempt organization. Letter 1045 (DO/CG) 2_ INTERNATIONAL TALENT ACADEMY INC Sincerely, e Lois G. Yrner(y Director, Exempt Organizations Rulings and Agreements Enclosures: Information for Organizations Exempt Under Section 501(c)(3) Statute Extension Letter 1045 (DQ(CG) INTERNATIONAL TALENT ACADEMY REPORT 2019 EXHIBIT E. STATE OF INDIANA SS: COUNTY OF HAMILTON of AFFIDAVIT an authorized representative being first duly sworn upon my oath, state that pursuant to paragraph 2 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 calendar year ending 2019 totaled $- 5 9 , 4 3 5.0 0 Signature Printed Name Subscribed and sworn to before me, the undersigned Notary Public, this [ J day of 1 J]I U`J. {JV , 2020. SEAL] 0o rR a Jane Brown c, i Notary Public - State of Indiana Commission Number: 0645396 Of IMO' My Commission Expires: 8/2412021W4UW gigature - Notary Public Printed Nampp eZaU_& )- '- 1-' esident ofbl V1 t, County, IIndiana ty Commission Expires: qnd/ International Talent Academy Balance Sheet As of December 31, 2019 ASSETS Current Assets Bank Accounts Operating - Bank of Indianapoli Regions Bank Checking 9066 Savings - Bank of Indianapolis Total Bank Accounts Total Current Assets TOTAL ASSETS LIABILITIES AND EQUITY Liabilities Total Liabilities Equity 3001 Opening Bal Equity 32000 Retained Earnings Net Income Total Equity TOTAL LIABILITIES AND EQUITY Total 312.00 0.00 4,085.01 4,397.01 4,397.01 4,397.01 870.50 10,553.88 7,027.37 4,397.01 4,397.01 Friday, Nov 13, 2020 07:35:04 AM GMT-8 - Cash Basis International Talent Academy Profit and Loss YTD Comparison January - December 2019 Total Income 4000 Contributed support 4010 Individual/Business Donations 10,766.49 4020 Board Donations & Match 476.00 4540 Local government grants 10,000.00 Total 4000 Contributed support 21,242.49 5000 Earned revenues 5180 Program service fees 22,384.00 6181 International camp project 11,060.00 6182 Destination Imagination Program 1,280.00 Total 5180 Program service fees 34,724.00 5310 Interest-savings/short-term inv 16.92 Total 5000 Earned revenues 34,740.92 5183 DI Globals refunds 1,399.60 5200 Bank Transfer from Money Market 0,00 5800 Special events 5802 Fundraiser(430} 440.00 5802.1 Ticket Sales 1,963.00 Total 5802 Fundraiser(430) 2,403.00 Total 5800 Special events 2,403.00 Total Income 59,786.01 Gross Profit 69,786.01 Expenses 7200 Salaries & related expenses 7210 Officers & directors salaries 24,030.02 7220 Contracted Teachers 13,45&00 Total 7200 Salaries & related expenses 37,486.02 7500 Contracted services 7542 Translations 4,440.00 Total 7500 Contracted services 4,440.00 8100 Office expenses 8105 Equipment 499.97 8130 Telephone & telecommunications 750.00 8195 Computer services 769.79 Total 8100 Office expenses 2,019.76 8110 Office Supplies 76.44 8180 Books and Classes material 491.43 Total 8110 Office Supplies 567.87 8300 Travel & meetings expenses 8340 International travel expense 8,769.46 Total 8300 Travel & meetings expenses 8,769.46 8350 DI Globals Tournament 9,350.55 8351 Di Globals Air tickets 2,679.44 Total 8350 DI Globals Tournament 12,029.99 8541 Misc expences Staff development 8541 gifts(509) 100.00 Total Staff development 100.00 Total 8541 Misc expences 100.00 8600 International food & lodging 58.28 8605 Miscellaneous Expense 8660 Fines, penalties, judgements 22.00 8661 Bank fees 36.00 Total 8606 Miscellaneous Expense 58.00 8700 Insurance - non -employee 300.00 8800 Insurance - BOD 744.00 8900 Membership dues - organization 240.00 Total Expenses 66,813.38 Net Operating Income 7,027.37 Net Income 7,027.37 Friday, Nov 13, 2020 07:34:25 AM GMT-8 - Cash Basis International Talent Academy PROFIT AND LOSS January 1 - November 17, 2020 4000 Contributed support TOTAL 4010 Individual/Business Donations 8.17 4020 Board Donations & Match 418.11 4230 Foundation/trust grants 1,580.00 4540 Local government grants 10,000.00 Total 4000 Contributed support 12,006.28 5000 Earned revenues 5180 Program service fees 15,206.51 5310 1 nterest-savings/short-term inv 5.06 Total 5000 Earned revenues 15,211.57 5800 Special events 5802 Fundraiser{430} 635.00 Total 5800 Special events 635.60 Total Income 27,852,85 GROSS PROFIT 27,852.85 Expenses 7200 Salaries & related expenses 7210 Officers & directors salaries 15,000.00 7220 Contracted Teachers 3,808.00 Total 7200 Salaries & related expenses 18,808.00 8100 Office expenses 8130 Telephone & telecommunications 594.99 8195 Computer services 1,470.84 Total 8100 Office expenses 2,065.83 8110 Office Supplies 139.99 8180 Books and Classes material 178.04 Total 8110 Office Supplies 318.03 8663 Refunds 998.00 8700 Insurance - non -employee 300.00 8800 Insurance - BOD 998.00 8900 Membership dues - organization 240.00 Total Expenses 21,731.86 NET OPERATING INCOME 6,120.99 NET INCOME 6,120.99 Accrual Basis Tuesday, November 17, 2020 01:31 PM GMT-05:00 1/1 THIS IS NOT A FILEABLE COPY ***** IRS a -file Signature Authorization OMB No. 1545-1878 orm 8879-EO for an Exempt Organization Far calendar year 2019. or fiscal year beginning , 2019, and ending , 20_ 2019 Department of the Treasury Do not send to the IRS. Keep for your records. Internal Revenue SerNce Go to www.irs.gov/Form8879E0 for the latest information. Name of exempt organization Employer identification number INTERNATIONAL TALENT ACADEMY INC 20-4369460 Name and title of officer TATYANA KOMAROVA EXECUTIVE DIRECTOR n Type of Return and Return Information (whole Dollars Only) Check the box for the return for which you are using this Form 8879-EO and enter the applicable amount, If any, from the return. If you check the box on line la, 2a, 3a, 4a, or 5a, below, and the amount on that line for the return being filed with this form was blank, then leave line 1b, 2b, 3b, 4b, or 5b, whichever is applicable, blank (do not enter-0.). But, if you entered A- on the return, then enter-0- on the applicable line below. Do not complete more than one line in Part I. 1a Form 990 check here b Total revenue, if any (Form 990, Part VIII, column (A), line 12).............. 1b 2a Form 990-EZ check here ® b Total revenue, if any (Form 990-EZ, line 9).......................................... 2b 5T, 4 3 5 - 3a Form 1120-POL check here 0 b Total tax (Form 1120-POL, line 22)............................................ 3b 4a Form 990-PF check here EIJ b Tax based on Investment Income (Form 990-PF, Part VI, line 5) ......... 4b 5a Form 8868 check here 0 b Balance Due (Form 8868, line 3c)............................................................ Sb r;' Declaration and Signature Authorization of Officer Under penalties of perjury, I declare that I am an officer of the above organization and that I have examined a copy of the organization's 2019 electronic return and accompanying schedules and statements and to the best of my knowledge and belief, they are true, correct, and complete. I further declare that the amount in Part I above is the amount shown on the copy of the organization's electronic return. I consent to allow my intermediate service provider, transmitter, or electronic return originator (ERO) to send the organization's return to the IRS and to receive from the IRS a) an acknowledgement of receipt or reason for rejection of the transmission, (b) the reason for any delay In processing the return or refund, and (c) the date of any refund. If applicable, I authorize the U.S. Treasury and its designated Financial Agent to initiate an electronic funds withdrawal (direct debit) entry to the financial institution account indicated in the tax preparation software for payment of the organization's federal taxes owed on this return, and the financial institution to debit the entry to this account. To revoke a payment, I must contact the U.S. Treasury Financial Agent at 1-888-353.4537 no later than 2 business days prior to the payment (settlement) date. I also authorize the financial institutions involved in the processing of the electronic payment of taxes to receive confidential information necessary to answer inquiries and resolve issues related to the payment. I have selected a personal identification number (PIN) as my signature for the organization's electronic return and, if applicable, the organization's consent to electronic funds withdrawal. Officer's PIN: check one box only I authorize ERO firm name to enter my PING Enter five numbers, but do not enter all zeros as my signature on the organization's tax year 2019 electronically filed return. If I have indicated within this return that a copy of the return is being filed with a state agency(ies) regulating charities as part of the IRS Fed/State program, I also authorize the aforementioned ERO to enter my PIN on the return's disclosure consent screen. As an officer of the organization, I will enter my PIN as my signature on the organization's tax year 2019 electronically filed return. If I have indicated within this return that a copy of the return Is being filed with a state agency(ies) regulating charities as part of the IRS Fed/State program, I will enter my PIN on the return's disclosure consent screen. Officer's signature Do- ***** THIS IS NOT A FILEABLE COPY *** Date Certification an Authentication ERO's EFIN/PIN. Enter your six -digit electronic filing identification number (EFIN) followed by your five -digit self-selected PIN. 1 3554858009 6 Do not enter all zeros I certify that the above numeric entry is my PIN, which is my signature on the 2019 electronically filed return for the organization indicated above. I confirm that I am submitting this return in accordance with the requirements of Pub. 4163, Modernized a -File (MeF) Information for Authorized IRS e-file Providers for Business Returns. ERO'ssignature Ill KSM BUSINESS SERVICES, INC Date 11/08/20 ERO Must Retain This Form - See Instructions Do Not Submit This Form to the IRS Unless Requested To Do So LHA For Paperwork Reduction Act Notice, see Instructions. Form 8879-EO (2019) 923051 10-03-19 13161108 757887 99000.074504 2019.05000 INTERNATIONAL TALENT ACADEM 990005E1 IRS a -file Signature Authorization arm 8879-EO for an Exempt Organization For calendar year 2019. er fiscal year beginning . 2019, and ending Department of the Treasury Do not send to the IRS. Keep for your records. Internal Revenue servlae Go to www.irs.gov/Form8879E0 for the latest information. TALENT ACADEMY INC Name and title of officer TATYANA KOMAROVA Dollars OMB No. 1545-1678 20— 1 2019 20-4369460 Check the box for the return for which you are using this Form 8879-EO and enter the applicable amount, if any, from the return. If you check the box on line 1a, 2a, 3a, 4a, or 5a, below, and the amount on that line for the return being filed with this form was blank, then leave line 1b, 2b, 3b, 4b, or 5b, whichever Is applicable, blank (do not enter -0-). But, if you entered -0- on the return, then enter -0- on the applicable line below. Do not complete more than one line In Part I. 1a Form 990 check here ED b Total revenue, if any (Form 990, Part Vill, column (A), line 12) ..................... 1b 2a Form 990-EZ check here ® b Total revenue, if any (Form 990-EZ, line 9).......................................... 2b 3a Form 1120-POL check here 0 In Total tax (Form 1120-POL, line 22)............................................... 31a 4a Form 990-PF check here E:J b Tax based on Investment income (Form 990-PF, Part VI, line 5) ......... 4b 5a Form 8868 check here D b Balance Due (Form 8868, line 3c)............................................................ 5b Declaration and Signature Authorization of Officer Under penalties of perjury, I declare that I am an officer of the above organization and that I have examined a copy of the organization's 2019 electronic return and accompanying schedules and statements and to the best of my knowledge and belief, they are true, correct, and complete. I further declare that the amount in Part I above is the amount shown on the copy of the organization's electronic return. I consent to allow my intermediate service provider, transmitter, or electronic return originator (ERO) to send the organization's return to the IRS and to receive from the IRS a) an acknowledgement of receipt or reason for rejection of the transmission, (b) the reason for any delay In processing the return or refund, and (c) the date of any refund. If applicable, I authorize the U.S. Treasury and its designated Financial Agent to initiate an electronic funds withdrawal (direct debit) entry to the financial institution account indicated in the tax preparation software for payment of the organization's federal taxes owed on this return, and the financial institution to debit the entry to this account. To revoke a payment, I must contact the U.S. Treasury Financial Agent at 1-888-353.4537 no later than 2 business days prior to the payment (settlement) date. I also authorize the financial institutions involved in the processing of the electronic payment of taxes to receive confidential information necessary to answer inquiries and resolve issues related to the payment. I have selected a personal identification number (PIN) as my signature for the organization's electronic return and, If applicable, the organization's consent to electronic funds withdrawal. Officer's PIN: check one box only 0 1 authorize ERO firm name to enter my PIN Enter five numbers, but do not enter all zeros as my signature on the organization's tax year 2019 electronically filed return. If I have indicated wthin this return that a copy of the return is being filed with a state agency(ies) regulating charities as part of the IRS Fed/State program, I also authorize the aforementioned ERO to enter my PIN on the return's disclosure consent screen. As an officer of the organization, I will enter my PIN as my signature on the organization's tax year 2019 electronically filed return. If I have indicated within this return that a copy of the return Is being filed with a state agency(ies) regulating charities as part of the IRS Fed/State program, I will enter my PIN an Pa-retum's disclosure consent screen. /// 2 OOfficer's signature Date Certification and Authentication ERO's EFIN/PIN. Enter your six -digit electronic filing Identification number(EFIN) followed by your five -digit self-selected PIN. 35548580096 Do not enter all zeros I certify that the above numeric entry Is my PIN, which is my signature on the 2019 electronically filed return for the organization Indicated above. I confirm that I am submitting this return In accordance with the requirements of Pub. 4163, Modernized a -File (MeF) Information for Authorized IRS e-file Providers for Business Returns. ERO'ssignature III KSM BUSINESS SERVICES, INC Date 11/08/20 ERO Must Retain This Form - See Instructions Do Not Submit This Form to the IRS Unless Requested To Do So LHA For Paperwork Reduction Act Notice, see instructions. Form 8879-EO (2019) 923051 10-03-19 13161108 757887 99000.074504 2019.05000 INTERNATIONAL TALENT ACADEM 990005E1 Form 990-EZ Department of the Treasury Internal Revenue Service EXTENDED TO NOVEMBER 16, 2020 Short Form Return of Organization Exempt From Income Tax Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) Do not enter social security numbers on this form, as it may be made public. Go to www.irs.gov/Form99OEZ for instructions and the latest information. or OMB No. 1545-0047 2019 UNamachange INTERNATIONAL TALENT ACADEMY INC 20-4369460 D Initial return umber and street (or P.O. box if mail is not delivered to street address) Room/su8e E Telephone number bein'Inead 11398 REGENCY LANE 317-815-9381 DAmended return City or town, state or province, country, and ZIP or foreign postal code F Group Exemption QA liadon pendIng CARMEL, IN 46033 Number G Accounting Method: M Cash Accrual Other (specify) H Check if the organization is I Website:WWW.INTERNATIONALTALENTACADEMY.ORG not required to attach Schedule B J Tax-exempt status (check only one) — LX1 5oucl(3) 501fc) I A(insertno.)4947(a)(1) or 527 (Form 990. 990-EZ. or 990-PF). L Add lines 51b, 6c, and 7b to line 9 to determine gross receipts. If gross receipts are $200,000 or more, or if total assets (Part II, A B are $500,000 or more, file Form 990 instead of Form 990-EZ............. -......................................................... $ 59,435. R l 'vFnue, xpenses, am Ullanges In Net Assets or Fund Balances (see the Instructions for Part 1) I Fnnl.'A.An........:...:.. n .. nnA C.. F.. A..:..,1------ A -.-.-.. ....n.A:n.. :..,F:...-1. 1 Y I 1 Contributions, gifts, grants, and similar amounts received ................................... 1 21,242. 2 Program service revenue including government fees and contracts ......... 2 35,773. 3 3Membershipduesandassessments ............. 4 Investment Income.................................................................................S.EE...S.CHEDTJLE...O.......... 4 7 . ry 5a Gross amount from sale of assets other than inventory ......... .... ...... .. ....... 5a b Less: cost or other basis and sales expenses ..,.,.... c Gain or (loss) from sale of assets other than inventory (subtract line 51b from line 5a)............................................. 5c a, u 6 a b c d Gaming and fundraising events: Gross income from gaming (attach Schedule G if greater than 15, 000) ......... ............. .... ..._... ........ .......... 6a Gross income from fundraising events (not including $ of contributions from fundraising events reported on line 1) (attach Schedule G if the sum of such gross income and contributions exceeds$15,000) 6b Less: direct expenses from gaming and fundraising events .... .................... 80 Net income or (loss) from gaming and fundraising events (add lines 6a and 61h and subtract line 6c) ........................... 2 403 2, 403. 6dell 7a Gross sales of Inventory, less returns and allowances ..,,..,., ...... ........ 78-, b Less: cost of goods sold m .......... . ... „ , „ ......... .............. 76 7c cGrossprofitor (loss) from sales of Inventory (subtract line 7b from line 7a),,,,,, 8 8Otherrevenue (describe in Schedule 0) .......... ........ ............................. ................. 9 M . ......... Total revenue. Add lines 1, 2, 3, 4, 5c, Ed, 7c, and ................................................................................. 9 59,435. 10 Grants and similar amounts paid (list in Schedule 0),,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 10 11 11Benefitspaidtoorformembers............................................................................ .......... m12 13 14 15 Salaries, other compensation, and employee benefits....................................................................................... Professional fees and other payments to independent contractors ......... Occupancy, rent, utilities, and maintenance...................................................................................................... PrinBng, publications, postage, and shipping ................................................................................................... 12 24,030. 13 17 , 14 15 18 Other expenses (describe in Schedule0)... ............ ...................................SEE_.,SCHEDULE..O..,..__... 18 2 ,864. 17 Total expenses. Add lines 10 through 16 ........ ......... ......... 17 66,790. y 18 19 Excess or (deficit) for the year (subtract line 17 from line 9) .,......... Net assets or fund balances at beg inning of year (from line 27, column (A)) must agree with end -of -year figure reported on prior year's return) ..................................................................... 18 7 3 5 5 . c19 12,049. 20 i2021 Other changes in net assets or fund balances (explain in Schedule O)..,.-. Net assets or fund balances stand of ear. Combine lines 18 thrcu h 20 21 4 , 6 4 . LHA For Paperwork Reduction Act Notice, see the separate Instructions. Form 990-EZ (2019) 932171 12-11-19 1 13161108 757887 99000.074504 2019.05000 INTERNATIONAL TALENT ACADEM 990005E1 INTERNATIONAL TALENT ACADEMY REPORT2019 EXHIBIT F. Nren Growing Young Minds, tDeve*ng Big Talents! INTERNATIONAL TALENT ACADEMY oa Performing eZ Gi6era[Arts SchoolforToung Children ITA Board of Directors 2020 ADA YEUNG - President Sr. Technical Manager, Vanderbilt University Medical Center 13922 Salmon Drive, Carmel, IN 46033 SHARON GANNON — Vice president Retired, Teacher 3385 Eden Village Dr., Carmel, IN 46033 MEGHAN MARRELLO - Treasurer Regions Bank, AVP Business Banking 14725 Deerwood Dr, Cannel, IN 46033 ELISA LUCCHI-RIESTER - Secretary Butler University, Spanish Professor 256 Pam Rd, Indianapolis, In 46280 IRINA HERSTEIN — Board member IU Health Methodist Hospital, Neurodiagnostic specialist 604 Harbourtown Ct A, Noblesville, IN 46062 TATYANA KOMAROVA ITA Executive Director and Founder 11398 Regency Ln, Carmel, IN 46033 Tel/Fax OM815-9381 F:mail:Tatyana(uInternationa]talentacademy.org www.InternationalralentAcaderny.org ITA is a 501 (c) (3) non-profit organization. Tax ID #20-4369460. 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BPW 02-03-21-24 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrantJanusDevelopmental Services.docx1/27/202110:27AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and _Janus Development Services (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: That on behalf of Grantee, a not -for -profit corporation, 1, Christina Sorensen 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, agrees to grant $ 10 , 000.00 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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, unaudited Balance Sheet and Income Statement, most recent available IRS Form 990,_and_the attachedAffidavit(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 8 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who 7 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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. 3 14. 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 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. 15. 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. 16. 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: anus Development Services Printed Name of Officer: Christina Sorensen Title: CEO Date: 11/10/2020 CITY OF CARMEL ("Grantor") By: A - James Brainard, Mayor Date: 1-13-2021 ATTEST: l 6) Date: 1-13-2021 If you have any question concerning the City of Carmel's 2021 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, .skibbencarmel.in.eov. 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Janus Development Services Address:_ 1555 Westfield Road Noblesville, IN 46062 Telephone: 317-773-8781 Fax: Contact Person: Christina Sorensen Email: CSorensen@janus-inc.org APPLICATION AMOUNT: $ 10,000 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Janus Developmental Services is requesting funding of $10,000 from the the City of Carmel to purchase needed items for our new Art-preneur and Exploratory Art programs serving individuals with disabilities: Art-preneur - Janus is evolving the art commission program to allow participants to take the next step and start their own art studio and business. This is often referred to as a micro -enterprise. We hope that this program will inspire clients to become artistic entrepreneurs. It is intended that participants would learn basic business skills, purchase their own supplies, and sell their own product to the public. Janus would serve as an "incubator" to foster this entrepreneurial activity. We hope to serve at least five clients through this program each year. Exploratory Art - this program will allow us to expand our art program to a significantly larger portion of our clients. We see art and creativity as being a staple of programming for all participants, not just a few. This expanded role for the arts will replace more traditional programming such as sheltered work and generic day services activity that has occurred for years through programs such as Janus. The result will be a significant increase in quality of life across all Janus participants. We intend to serve around 50 clients through this program each year. Items needed to carry out this project include the following: Art supplies for Exploratory Art — includes brushes, canvases, paints, mixed media materials, smocks, and other related supplies Plexiglas partitions for the art studio to comply with social distancing guidelines Storage cubbies for both programs — allowing clients to keep their art projects secure between sessions Funds to cover staffing to manage both pro amsAdditionalpaesmay be added to Exhibit "A") See Exhibit A for more information Printed Name of Officer: Christina Sorensen Title: CEO Date: 11/10/2020 EXHIBIT A — Janus Development Services Janus has been serving individuals with disabilities for over 40 years. Our mission is to provide individuals with disabilities the opportunity to participate and contribute to the community. Janus is committed to fulfilling our mission every day as we provide programs and services which focus on assisting those we serve to acquire the life skills needed to live fulfilled and self- sufficient lives. The individuals whom we serve have a variety of diagnoses including Down syndrome, autism, cerebral palsy, mobility concerns, intellectual challenges, developmental disabilities, genetic disorders, vision concerns and hearing impairments. In order to assist them, Janus provides several programs and services at our center as well as programs that take place out in our community. Janus Developmental Services is requesting funding to purchase needed items for our new Art-preneur and Exploratory Art programs serving individuals with disabilities: Art-preneur - Janus is evolving the art commission program to allow participants to take the next step and start their own art studio and business. This is often referred to as a micro -enterprise. We hope that this program will inspire clients to become artistic entrepreneurs. It is intended that participants would learn basic business skills, purchase their own supplies, and sell their own product to the public. Janus would serve as an incubator" to foster this entrepreneurial activity. We hope to serve at least five clients through this program each year. Exploratory Art - this program will allow us to expand our art program to a significantly larger portion of our clients. We see art and creativity as being a staple of programming for all participants, not just a few. This expanded role for the arts will replace more traditional programming such as sheltered work and generic day services activity that has occurred for years through programs such as Janus. The result will be a significant increase in quality of life across all Janus participants. We intend to serve around 50 clients through this program each year. Items needed to carry out this project include the following: Art supplies for Exploratory Art — includes brushes, canvases, paints, mixed media materials, smocks, and other related supplies Plexiglas partitions for the art studio to comply with social distancing guidelines Storage cubbies for both programs — allowing clients to keep their art projects secure between sessions Funds to cover staffing to manage both programs Providing arts and other creative outlets provides incredible benefits for those with disabilities. At Janus we have seen the growth and prosperous attitudes from those who participate in our arts EXHIBIT A — Janus Development Services programs. We believe by offering additional options to our clients will offer both short and long- term advantages including: Access to an arts program specifically designed for those with disabilities Physical benefits for participants including increased muscle strength, flexibility, balance and coordination Psychological benefits include reduced anxiety and stress and mental wellness Increased opportunities for socialization and inclusion Opportunity for clients to become more self-sufficient by preparing and supporting the establishment of their own art based business At Janus, we are excited to see how this program can integrate into our existing offerings for our clients. It is important that we emphasize strategic planning and adapting to include our community needs. We continue to collaborate with community school corporations, local organizations and actively participate in numerous community initiatives and events. As long- time providers of essential services to our community, Janus continues to be greatly invested in the well-being of the community and committed to seeking ways to assist residents of all abilities to fully participate in their community. Thank you for this opportunity to submit this grant request for your consideration. Additional Details Janus is currently the only non-profit in Hamilton County offering developmental disability offerings. Noble of Indiana has a small satellite office in the area offering one community based program. Janus has strong community ties with elected officials, local businesses, service groups, and other non-profit. Currently we have 54 volunteers serving approximately 1,620 hours with several of these volunteers excited to assist in these new programs. Exhibit B Janus Developmental Services, Inc. 2021 Proposed Budget Ordinary Income/Expense Income 4000 • Government Funding - Federal 4010 • Federal FTA 5311/Cares Act Total 4000 • Government Funding - Federal 4100 - Government Funding - State 4110 • PMTF Allocation 4130 • Medicaid Waiver 4140 • DDRS State Line 4150 • Vocational Rehab Total 4100 • Government Funding - State 4200 • Government Funding - Local 4210 • Hamilton County 4220 • Tipton County 4250 • Townships Total 4200 • Government Funding - Local 4300 • Group Homes & Private Pay 4310 • Group Homes 4350 • Private Pay Total 4300 • Group Homes & Private Pay 4500 • Client Work Programs 4510 • Contract Manufacturing 4520 • GBC Sales 4530 • Hidden Talents Sales 4540 • Doorways Project Sales 4660 • Cafe - GBC 4560 • Vending Machine Sales -In-house 4570 • Cafe - Courthouse Sales Total 4600 • Client Work Programs 4600 • Service Revenue 4610 • Fares & Passes 4630 • Shepherd's Center Fares 4650 • Janus Transportation Total 4600 • Service Revenue 4800 • Fundraising Income 4810 • Donations/Contributions 4850 • The CCC Breakfast 4870 • Giving Tuesday Donations 4890 • Private Grants Total 4800 • Fundraising Income 4900 • Other Income 2021 Proposed Budget 1,567,199.33 1,567,199.33 0.00 707,249.00 19,842.00 83.448.00 810, 539.00 775,000.00 16,000.00 10,500.00 801,500.00 139,134.00 26.202.00 165,336.00 109,607.00 32, 800.00 10, 208.00 2,400.00 1,080.00 6,220.00 44,950.00 207.265.00 123,854.00 4,000.00 430,395.00 558,249.00 45,000.00 130,000.00 30,000.00 64,850.00 269,850.00 4910 • Advertising Revenue 4930 • Space Leasing & Rent 4950 • Vehicle & Equipment Sales 4970 • Interest & Endowment Income 4990 • Other Miscellaneous Income Total 4900 • Other Income Total Income Gross Profit Expense 5000 • Cost of Goods Sold - Labor 5010 • Client Payroll -WE 5020 • Client Payroll - Cafe 5030 • Client Commissions- Doorways 5040 • Employer FICA - WE 5050 • Employer FICA - Cafe 6080 • Workers Comp - Client Payroll 5090 • Processing Client Payroll Total 6000 • Cost of Goods Sold - Labor 5600 • Cost of Goods Sold - Materials 5510 - Manufacturing Expenses 5530 • Hidden Talents Expenses 5540 • Commission Projects Materials 5550 - GBC Cafe' Expenses 5560 • In House Cafe Expenses 5570 • Courthouse Cafe Expenses 6680 • Cash Over & Short - Cafe 6690 • Shipping & Freight Total 6500 • Cost of Goods Sold - Materials 6000 • Personnel Expenses 6010 • Staff Salaries & Wages 6020 • Employer Payroll Taxes 6030 • Health, Dental & Life Insurance 6040 • Workers Comp Insurance 6050 • 401K Company Match 6070 • Unemployment 6080 • Fringe Benefits Total 6000 • Personnel Expenses 6100 • Purchased Services 6110 • IT & Software Services 6130 • Accounting Services 6150 • Legal Services 6170 • Payroll & Benefits Admin. 6180 • EE Screenings, Checks & Testing 6190 • Other Professional Services 6199 • Allocated Professional Services Total 6100 • Purchased Services 6300 • Facility Expenses 40,000.00 7,409.00 12,000.00 5,700.00 16,250.00 81, 359.00 4,461, 297.33 4,461,297.33 49,898.00 16,627.00 1,440.00 4,394.00 707.00 914.00 5,184.00 79,164.00 3,223.00 3,250.00 800.00 1,329.00 5,817.00 38, 545.00 900.00 53,864.00 2,368,804.00 170,448.00 462,210.00 44, 759.00 46,485.00 5,971.00 10,455.00 3,109,132.00 44,842.33 21,480.00 2,000.00 25,758.00 7,647.00 28,230.00 4,408.00 134,365.33 6310 • Utilities 6330 • Phones, Internet & Cable 6350 • Facility Repairs & Maintenance 6360 • Facility Purchases 6370 - Custodial Supplies & Services 6399 • Allocated Facility Expense Total 6300 • Facility Expenses 6400 • Vehicles, Equipment & Supplies 6410 • Gas & Oil 6415 • Shepherd's Center Gas Expense 6420 • Vehicle Cleaning 6430 • Vehicle Repairs & Maintenance 6440 • Parts & Supplies Total 6400 • Vehicles, Equipment & Supplies 6450 • Office & Program Supplies 6460 • Furniture & Equipment Purchase 6470 - Equipment Repairs & Maintenance 6480 • Program Supplies 6485 • Client Purchases 6488 • Client Activities & Events 6490 • Office Supplies 6499 - Allocated Office Supplies Total 6450 • Office & Program Supplies 6500 • Business Development 6510 • Printing & Advertising 6530 • Fundraising Expense 6550 • Dues & Memberships 6560 • Community Mtgs/Networking 6570 • Conferences & Seminars 6590 • Publications & Subscriptions 6599 • Allocated Business Devlop. Exp. Total 6500 - Business Development 6600 • Staff Travel, Meetings & Events 6610 • Staff Travel 6650 • Meals & Entertainment 6660 • Staff Meetings & Workshop 6690 • Special Events & Recognition Total 6600 • Staff Travel, Meetings & Events 6700 • Administrative Expenses 6710•Insurance 6730 • Taxes - UBIT 6760 • Interest & Fees 6770 • Postage & Shipping 9874 • Licenses and Permits Total 6700 • Administrative Expenses 6735 • Property Tax Assessment 6800 • Grant Funded Purchases 4,697.00 40,370.00 29, 349.00 10, 550.00 3,906.00 83, 548.00 172,420.00 226, 541.00 840.00 19, 547.00 32, 750.00 55,942.00 335,620.00 1,250.00 59, 976.00 4,984.00 430.00 6.457.00 14,549.00 87,646.00 6,242.00 21, 029.00 13,233.00 3,332.00 5,447.00 200.00 11,420.00 60,903.00 6,422.00 1,255.00 2,064.00 5,563.00 15, 304.00 95,228.00 7,500.00 17,102.00 2,544.00 120.00 122,494.00 500.00 55,850.00 6900 • Depreciation Total Expense Net Ordinary Income Other Income/Expense Other Income 7600 • Capital Project Funds Received Total Other Income Net Other Income Net Income 318,784.00 4,546,046.33 84,749.00 229,000.00 229,000.00 229,000.00 144,261.00 Exhibit C 3SW2' STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE To Whom There Presents Come, Greeting: CERTIFICATE OF INCORPORATION EDWIN J SIMCOX 1, XXRXXYZXXS}TJ 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 Indianapolis, this 4th day of April In 79 of State Deputy INSTRiffCTION'S. Corporate Form No. 364-1(Sept. 1977) Use 8% x 11 Inch Paper for Inserts Page One Present 2 Executed Copies to Secretary of ARTICLES OF INCORPORATION State, Room 155, State House, Indianapolis, (Not for Profit) Indiana 46204 Prescribed by Edwin J. Simcox, The recording of a third executed copy with Secretary of State of Indiana the County Recorder is no longer statutorily requFILL APPROVED ed. FILING FEE is $26.00 AND FILED APR 4 1979 SECRETARY OF, STATE OF INDIANA ARTICLES OF INCORPORATION OF JANUS. DEVELOPMENTAL SERVICES, INC. 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 , JANUS DEVELOPMENTAL SERVICES,. 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: SECTION I - To provide services and programs to habilitate, rehabilitate, or educate, and to provide training and/or employment for individuals who are mentally retarded, developmentally disabled and/or physically handicapped regardless of age, race, creed, color, sex, marital status, degree or'type of retardation or disability, to enable them to function to their fullest potential. SECTION Ih - JANUS DEVELOPMENTAL SERVICES, INC, is a non-profit, nonpolitical, non-sectarian, organization and is organized exclusively for charitable, educa- tional and scientific purposes, including for such purposes, the making of distributions that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law). No part of any earnings shall inure to the benefit of any member, or individual, and no officer or director of JANUS DEVELOPMENTAL SERVICES, INC. shall receive any compensation for his/her services as an officer or director. NOTE. "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 its affairs for the purposes other than the pecuniary gain of its members". (Indiana Code, 23-7-1.1-2[d]) Smte Form 4162 ARTICLES OF INCORPORATION Not for Profit) Page Two ARTICLE III Period of Existence The period during which the Corporation shall continue is .?eP@eTp ......... . ... . . . . . . . ......... . either "Perpetual", or, if limited, some definite period of time.) ARTICLE 1V Resident Agent and Principal Office Section 1. Resident Agent. The name and address of the Corporation's Resident Agent for service of process is .....,,,..Richard DeTar .................. Name) 9780 Wild, Qhpi ry ,Lpje, Indianapolis. , , , , , ... INDIANA 46M. 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 ... . 836 Cherry Street Noblesville INDIANA 46060 Number and Street or Building) (City) (State) (Zip Codc) 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): There are to be no classes of membership — Membership shall be open to all parents, relatives, guardians, and handicapped persons themselves, and to other persons sympathetic to the purposes of JANUS DEVELOPMENTAL SERVICES, INC Section 2. Rights, Preferences, Limitations, and Restrictions of Classes: Not Applicable Section 3. Voting Rights of Classes: Each member is entitled to serve as a director and to have one vote at all general meetings and at the annual meeting. a 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 or she is a member of the Corporation. ARTICLES OF INCORPORATION . Not for Profit) Page Three ARTICLE VI Directors Section 1. Number of Directors: The initial Board of Directors is composed of..FIFTEEN..(15J... 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 (8). Section 2. Names and Post Office Addresses of the initial Board of Directors are: Name Number and Street or Building City State Zip Code Hayes O'Brien 209 Wesley Circle Noblesville Indiana 46060 Jack Simmons R. R. 1 Kempton Indiana 46049JackRoland600HowardStreetArcadiaIndiana46030EllenGill19275EdgewoodCourtNoblesvilleIndiana46060 Dick DeTar 9780 Wild Cherry Lane Indianapolis Indiana 46280BillKing422NorthMillCreekRd. Noblesville Indiana 460600. T. Goad 473 North 17th Street Noblesville Indiana 46060JackDavis895NorthlothStreetNoblesvilleIndiana46060NilesDaggy11809PebblebrookLaneCarinelv ".` Indiana 46032 Marge Norris 605 High Drive Carmel Indiana 4603.2WayneHilton1127CentralAvenueNoblesvilleIndiana46060 Glenna Ellis R. R. 3 Sheridan Indiana 46069DonFields121FirstAvenueNWCarmelIndiana46032 Jim Delpb 238 Maple Street Tipton Indiana 46072 Arthur Smelser R. R. 4 Tipton Indiana 46072 ARTICLE VII Incorporator(s) Section 1. Names and Post Office Address(es) of the incorporator(s) of the Corporation is (are) as follows; Name Number and Street or Building City State Zip Code Hayes O'Brien 109 Wesley Circle Noblesville Indiana 46060JackSimmonsR. R. 1 Kempten Indiana 46049JackRoland600Howard 'Street Arcadia Indiana 46030EllenGill19275EdgewoodCourtNoblesvilleIndiana46060 6 ARTICLES OF INCORPORATION Not for Profit) Page Four ARTICLE Vill Statement of Property (If any) A statement of the property, and an estimate of the value thereof, to be taken over bythe Corporation at or upon its incorporation are as follows: All properties and equipment which are presently owned by the Hamilton County Association for Special Citizens, Inc. and the Tipton County Association for Retarded Citizens, Inc, will transfer to the ownership of JANUS DEVELOPMENTAL SERVICES, INC, per agreement (see attachment A). A list of these properties and estimated values is attached (Attachment B). ARTICLE IX Provisions for Regulation and Conduct Of the Affairs of Corporation Can be the "By Laws") Other previsions, consistent with the laws of this state, for the regulation and conduct of the affairs of the Corporation, and creating, defining, limiting or regulating the powers of the Corporation, the directors or the members of any class or classes of members are as follows: See attached By -Laws ARTICLES OF INCORPORATION Not for Profit) Page Five 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 . .3 . . . day of . A,pril . . . . . . . . . . , 19.79 . cv .ty(Wrltten, signature) . Hayes T. 4tBrien Printed signature) . l/ t t REGC ( Written Signature) Written Signature) Mack Roland Printed Signature) NOTARY ACKNOWLEDGEMENT required) State of Indiana ) SS: County of JIAMILTQN. . . . ) Before me, PANIi LA k.. LEW7 S . . . . . . . . . . . . . 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 Written Signature) PQMELA .K, LUIS. . . , Notary Public Printed Signature) My commission expires: CQtc)bev 9Q, .1982 Commission #16946 WITNESS my hand and Notarial Seal this. "... day of Q.'/ii._Q_, 1939 This instrument was prepared by . David Ray. Kiely,. Executive Director m (Nae). . . . 836 Cherry Street Noblesville Indiana 46060 Number and Street or Building) (City) (State) (Zip Code) Exhibit D Sjjy 1 C Internman[ venu Treaeurypep71 .LJ.\1J Interpol revenue Service P.O. Box 2508 Cincinnati OH 45201 JANUS DEVELOPMENTAL SERVICES INC 1555 WESTFIELD RD NOBLESVILLE IN 46062-6826 N{ Nu F 037829 In reply refer to: 0248344558 July 12, 2012 LTR 4168C E0 31-0963175 000000 00 00025858 BODC: TE Employer Identification Number: 31-0963175 Person to Contact: Mr. Burns Toll Free Telephone Number: 1-877-829-5500 Dear Taxpayer: This is in response to your July 03, 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 June 1981. 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)Cvi). 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/ec 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. STATE OF INDIANA SS: COUNTY OF HAMILTON AFFIDAVIT I, Christina Sorensen , an authorized representative of Janus Development Services ("Grantee"), being first duly swom upon my oath, state that pursuant to paragraph 2 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 calendar year ending 2019 totaled $ •40,ee9- N` y 61 rj f g 16 r G A As IWX, kai- Signature Printed Name Christina Sorensen J Subscribed and sworn to before me, the undersigned Notary Public, this 2 3 day of DV& m 6t .2020. SEAL] aREGORY L. DITLINGER Notary Public State of Indiana Commission No. NP0723644 My Commission Expires November 21, 2027 Plnt d Name G G Ct ( Z/J Z Resident of &!l L7-01 County, Indiana My Commission Expires: I IL7— J ZOZ% Janus Developmental Services, Inc. Balance Sheet As of October 31, 2020 ASSETS Current Assets Checking/Savings 1000 • KeyBank - General Checking 1010 • KeyBank - Restricted Checking 1040 • First Internet Bank -12 Mo CD 1050 • First Internet Bank - 6 Mo CD 1061 • For the Love of Janus Guild 1080 • Cash On Hand - Cafe 1085 • Cash On Hand - GBC 1090 • Petty Cash & Gift Cards Total Checking/Savings Accounts Receivable 1200 • Accounts Receivable 1220 • Pledges Receivable 1225 • EE Pledge Receivable 1220 • Pledges Receivable - Other Total 1220 • Pledges Receivable Total Accounts Receivable Other Current Assets 1100 • Undeposited Funds 1300 • Prepaid Expenses 1330 - Prepaid Other 1350 • Prepaid Insurance 1360 • Prepaid EE Benefits 1362 • Guardian Total 1360 • Prepaid EE Benefits Total 1300 • Prepaid Expenses 1400 • Inventory 1430 • Consumables Inventory 1470 • Cafe Inventory Total 1400 • Inventory Total Other Current Assets Total Current Assets Fixed Assets 1500 • Fixed Assets 1510 • Land 1520 • Building 1540 • Automotive Equipment 1560 • Office & Other Equipment Total 1500 • Fixed Assets 1600 • Accumulated Depreciation 1620 • Acum Depr - Building 1640 • Acum Depr - Automotive Equip, 10:41 AM 11/24/2020 Accrual Basis Oct 31, 20 Sep 30, 20 % Change 999,996.53 1,377,111.63 27.38% 18,180.45 18,180.45 0.0% 136,499.83 136,389.78 0.08% 134,590.11 134,515.85 0.06% 4,164.27 4,384.43 5.02% 280.00 280.00 0.0% 50.00 50.00 0.0% 50.00 50.00 0.0% 1,293,811.19 1,670,962.14 22.57% 766,399.15 624,919.85 22.64% 125.00 150.00 16.67% 5,019.34 5.019.34 0.0% 5,144.34 5,169.34 0.48% 771,543.49 630,089.19 22.45% 57.82 206.60 72.01 % 22,634.70 23,873.89 5.19% 2,394.31 10,169.08 76.46% 603.67 550.03 9.75% 603.67 550.03 9.75% 25,632.68 34,593.00 25.9% 922.69 922.69 0.0% 3,364.75 3,069.31 9.63% 4,287.44 3,992.00 7.4% 29,977.94 38,791.60 22.72% 2,095,332.62 2,339,842.93 10.45% 769,674.85 769,674.85 0.0% 2,079,673.98 1,959,434.83 6.14% 1,764,183.64 1,764,183.64 0.0% 395,404.83 395,055.93 0.09% 5,008,937.30 4,888,349.25 2.47% 1,113,215.60-1,106,999.86 -0.56% 893,265.15-877,829.35 -1.76% 1660 • Acum Depr - Office/Other Equip. Total 1600 • Accumulated Depreciation Total Fixed Assets TOTAL ASSETS LIABILITIES & EQUITY Liabilities Current Liabilities Accounts Payable 2000 • Accounts Payable Total Accounts Payable Credit Cards 2110 • KeyBank Credit Cards 2116 • Key Bank - 1419 2117 • Key Bank - 1899 2119 • Key Bank - 6993 2121 • Key Bank - 1252 2126 • Key Bank - 7722 Total 2110 • KeyBank Credit Cards Total Credit Cards Other Current Liabilities 2200 • Payroll Liabilities 2210 • Salaries & Wages Payable 2220 • Payroll Taxes Payable 2230 • Insurance Payable 2233 • EE Deduct - AFLAC Total 2230 • Insurance Payable 2280 • Accrued Vacation Total 2200 • Payroll Liabilities 2300 • Deferred Income 2310 • Foundation Grants 2315 • Government Total 2300 • Deferred Income 2410 • Accrued Interest Payable 2470 • Accrued UBIT Payable Total Other Current Liabilities Total Current Liabilities Long Term Liabilities 2600 • Long Term Loans Payable Total Long Term Liabilities Total Liabilities Equity 3000 • Unrestricted Net Assets Net Income Total Equity TOTAL LIABILITIES & EQUITY 319,439.95-316.777.18 0.84% 2,325,920.70-2,301,60&39 1.06% 2,683,016.60 2,586,742.86 3.72% 4,778,349.22 4,926,585.79 3.01% 21,073.20 204,558.55 -89.7% 21,073.20 204,558.55 -89.7% 0.00 40.00 100.0% 333.05 222.59 49.63% 0.00 31.31 100.0% 22.14 63.53 65.15% 71.10 56.68 25.44% 426.29 414.11 2.94% 426.29 414.11 2.94% 80,593.00 67,001.00 20.29% 8,968.13 7,528.82 19.12% 111.27 123.15 190.35% 111.27 123.15 190.35% 31,372.54 31,372.54 0.0% 120, 822.40 106, 025.51 13.96% 17,182.91 25,555.32 32.76% 23,704.33 27,444.44 13.63% 40,887.24 52,999.76 22.85% 2,182.32 1.454.88 50.0% 2,037.00 2,037.00 0.0% 165, 928.96 162.517.15 2.1 % 187,428.45 367,489.81 49.0% 231,125.54 231,370.45 -0.11% 231.125.54 231,370.45 -0.11% 418,553.99 598,860.26-30.11% 3,583,567.05 776,228.18 3,583,567.05 744,158.48 0.0% 4.31% 4,359,795.23 4,327,725.53 0.74% 4,778,349.22 4,926,585.79 3.01% Janus Developmental Services, Inc. Profit & Loss Budget Performance October 2020 Ordinary IncomelExpense Income 4000 • Government Funding - Federal 4010 - Federal FTA 5311 Total 4000 • Government Funding - Federal 4100 - Government Funding - State 4110 • PMTF Allocation 4130. Medicaid Waiver 4140 • DDRS State Line 4150 • Vocational Rehab Total 4100 • Government Funding - State 4200 • Government Funding - Local 4210 • Hamilton County 4220•Tipton County 4250 • Townships Total 4200 • Government Funding - Local 4300 • Group Homes & Private Pay 4310 • Group Homes 4350 • Private Pay Total 4300 • Group Homes & Private Pay 4500 - Client Work Programs 4510 • Contract Manufacturing 4520 - GBC Sales 4530 • Hidden Talents Sales 4540 - Doorways Project Sales 4550 • Cafe - GBC 4560 - Vending Machine Sales -In-house 4570 • Cafe - Courthouse Sales Total 4500 • Client Work Programs 4600 • Service Revenue 4610•Fares & Passes 4630 • Shepherd's Center Fares 4650 • Janus Transportation Total 4600 • Service Revenue 4800 • Fundraising Income 4810 • Donations/Contributions 4850 • The CCC Breakfast 4870 • Giving Tuesday Donations 4890 • Private Grants Total 4800 • Fundraising Income 4900 - Other Income 4910• Advertising Revenue 4930 • Space Leasing & Rent 4950 • Vehicle & Equipment Sales 4970 • Interest & Endowment Income 4990 • Other Miscellaneous Income Total 4900 - Other Income Total Income Gross Profit Expense 5000 • Cost of Goods Sold - Labor 5010. Client Payroll - WE 5020 • Client Payroll - Cafe 5030. Client Commissions- Doorways 5040 • Employer FICA - WE 5050 - Employer FICA - Cafe 5080 • Workers Comp - Client Payroll 10:19 AM 11/2412020 Accrual Basis Oct 20 Budget Jan - Oct 20 YTD Budget Annual Budget 33,431.88130,600.00 652,807.94 816,840.00 1,078,040.00 33,431.88130,600.00 652,807.94 816,840.00 1,078,040.00 84,274.00 0.00 248,987.00 164,713.00 164,713.00 41,513.50 39,620.00 429,388.43 396,202.00 475,442.00 1,284.01 1,094.00 9,690.20 10,943.00 13,131.00 6,345.13 4,762.00 43,699.31 47,621.00 57,145.00 133,416.64 45,476.00 731,764.94 619,479.00 710,431.00 64,583.33 64,584.00 838,880.82 838,879.00 968,047.00 1,333.33 1,334.00 13, 333.30 13, 332.00 16, 000.00 8,250.00 3,125.00 30,500.00 31,250.00 37,500.00 74,166.66 69,043.00 882,714.12 883,461.00 1,021,547.00 7,325.92 3,834.00 34,969.94 38,712.00 46,380.00 0.00 663.00 5,621.71 6,633.00 7,959.00 7,325.92 4,497.00 40,591.65 45,345.00 54,339.00 11, 626.96 15, 382.00 137, 390.66 153, 825.00 184, 589.00 0.00 3,511.00 31,735.79 37,328.00 37,328.00 205.00 400.00 1,695.50 3,997.00 4,797.00 0.00 87.00 220.00 864.00 1,038.00 0.00 33.00 738.00 955.00 955.00 186.00 223.00 2,352.00 2,228.00 2,674.00 3,064.68 2,440.00 22,405.84 24,400.00 29,280.00 15,082.64 22,076.00 196,537.79 223,597.00 260,661.00 8,101.00 6,576.00 66,209.67 65,759.00 78,911.00 0.00 0.00 0.00 0.00 0.00 35,163.00 35,163.00 351,630.00 351,630.00 421,956.00 43,264.00 41,739.00 417,839.67 417,389.00 500,867.00 2,750.00 3,750.00 18,526.18 37,500.00 45,000.00 50.00 0.00 77,346.99 130,000.00 130,000.00 0.00 0.00 0.00 0.00 30,000.00 8,529.19 39,Q65.00 573,405.37 414,243.00 492,373.00 11,329.19 42,815.00 669,278.54 581,743.00 697,373.00 830.83 3,075.00 35,851.68 30,745.00 36,895.00 617.40 618.00 6,174.00 6,173.00 7,409.00 4,500.00 750.00 9,000.00 7,500.00 9,000.00 184.31 474.00 5,348.67 4,742.00 5,690.00 8,469.95 1,233.00 12,811.37 12,426.00 14,892.00 14,602.49 6,150.00 69,185.72 61,586.00 73,886.00 265,755.66 362,396.00 3,660,720.37 3,649,440.00 4,397,144.00 265,755.66 362,396.00 3,660,720.37 3,649,440.00 4,397,144.00 5,737.84 4,953.00 46,605.99 49,532.00 59,438.00 545.66 563.00 4,717.52 5,632.00 6,758.00 0.00 52.00 99.60 519.00 623.00 408.40 372.00 3,408.74 3,723.00 4,467.00 72.54 49.00 517.99 490.00 588.00 167.24 114.00 972.67 1,145.00 1,373.00 5090• Processing Client Payroll 433.45 372.00 2,499.20 3,724.00 4,468.00 Total 5000 • Cost of Goods Sold - Labor 7,365.13 6,475.00 58,821.71 64,765.00 77,715.00 5500 • Cost of Goods Sold - Materials 5510 • Manufacturing Expenses 59.88 254.00 1,549.82 2,544.00 3,052.00 5530 • Hidden Talents Expenses 14.35 116.00 443.93 1,159.00 1,391.00 5540 • Commission Projects Materials 0.00 33.00 216.70 334.00 400.00 5550 • GBC Cafe' Expenses 0.00 65.00 813.18 1,075.00 1,076.00 5560 • In House Cafe Expenses 254.52 254.00 1,916.02 2,540.00 3,048.00 5570 - Courthouse Cafe Expenses 2,071.13 2,111.00 21,545.75 21,110.00 25,332.00 5580 • Cash Over & Short - Cafe 0.63 210.38 5590 • Shipping & Freight 0.00 37.00 141.26 376.00 450.00 Total 5500 • Cost of Goods Sold - Materials 2,400.51 2,870.00 26,837.04 29,138.00 34,748.00 6000- Personnel Expenses 6010 - Staff Salaries & Wages 172,894.74 133,934.00 1,223,102.58 1,344,152.00 1,610,820.00 6020 • Employer Payroll Taxes 12,394.38 12,401.00 122,500.68 124,716.00 149.348.00 6030 • Health, Dental & Life Insurance 31,744.72 32,725.00 320,133.18 327,246.00 392,696.00 6040 • Workers Comp Insurance 2,363.36 2,588.00 27,301.32 26,269.00 31,433.00 6050 • 401K Company Match 2,611.03 3.178.00 29,277.81 31,784.00 38,140.00 6070 - Unemployment 1,424.11 1,336.00 9,409.90 13,366.00 16,038.00 6080 • Fringe Benefits 774.87 848.00 8,733.47 8,475.00 10,171.00 Total 6000 • Personnel Expenses 224,207.21 187,010.00 1,740,458.94 1,876,008.00 2,248,646.00 6100 • Purchased Services 6110-IT & Software Services 1,500.00 2,366.00 23,458.13 24,101.00 40,016.00 6130 - Accounting Services 300.00 916.00 22,300.00 20,918.00 22,750.00 6150 • Legal Services 0.00 166.00 0.00 1,666.00 2,000.00 6170 • Payroll & Benefits Admin. 1,596.00 1,883.00 17,675.15 18,832.00 22,598.00 6180 • EE Screenings, Checks & Testing 270.00 578.00 4,357.05 5,665.00 6,739.00 6190 • Other Professional Services 0.00 1,050.00 2,697.06 10,884.00 12,984.00 6199• Allocated Professional Services 149.25 358.00 7,701.32 3,586.00 4,302.00 Total 6100 • Purchased Services 3,814.25 7,317.00 78,188.71 85,652.00 111,389.00 6300 • Facility Expenses 6310 • Utilities 88.38 324.00 2,626.76 3,235.00 3,885.00 6330• Phones, Internet & Cable 3,175.88 3,314.00 32,090.20 33,158.00 39,788.00 6350 • Facility Repairs & Maintenance 0.00 2,050.00 23,050.42 20,517.00 24,617.00 6360 • Facility Purchases 0.00 879.00 4,416.99 8,790.00 10,550.00 6370 • Custodial Supplies & Services 315.59 341.00 3,287.25 3,412.00 4,094.00 6399 • Allocated Facility Expense 6,100.81 6,890.00 68,471.22 68,920.00 82,700.00 Total 6300 • Facility Expenses 9,680.66 13,798.00 133,942.84 138,032.00 165,634.00 6400 • Vehicles, Equipment & Supplies 6410 • Gas & Oil 10,627.40 9,128.00 94,914.15 91,233.00 109,439.00 6415 - Shepherd's Center Gas Expense 0.00 0.00 0.00 0.00 0.00 6420 • Vehicle Cleaning 1,330.00 1,367.00 10,270.15 13,683.00 16,417.00 6430 • Vehicle Repairs & Maintenance 1,425.34 2,681.00 3,905.70 26,813.00 32,175.00 6440 • Parts & Supplies 826.47 4,575.00 21,508.34 45,592.00 54,584.00 Total 6400 • Vehicles, Equipment & Supplies 14,209.21 17,751.00 130,598.34 177,321.00 212,615.00 6450 • Office & Program Supplies 6460 - Furniture & Equipment Purchase 0.00 77.00 329.95 1,171.00 1,325.00 6470 • Equipment Repairs & Maintenance 6,424.54 5,435.00 62,600.27 54,343.00 66,213.00 6480 • Program Supplies 634.58 331.00 3,451.63 3,326.00 3,988.00 6485 • Client Purchases 0.00 11.00 63.02 108.00 130.00 6488 • Client Activities & Events 0.00 27.00 0.00 276.00 330.00 6490 • Office Supplies 154.62 347.00 1,995.16 3,472.00 4,168.00 6499 • Allocated Office Supplies 1,429.06 1,235.00 12,091.08 12,362.00 14,832.00 Total 6460 • Office & Program Supplies 8,642.80 7,463.00 70,531.11 75,058.00 89,986.00 6500 • Business Development 6510 • Printing & Advertising 27.82 388.00 2,298.54 3,837.00 4,561.00 6630 - Fundraising Expense 228.85 912.00 6,478.24 9,114.00 10,936.00 6650 • Dues & Memberships 823.66 1,066.00 10,064.58 10,680.00 12,812.00 6560 • Community Mtgs/Networking 25.00 156.00 766.42 1,556.00 1,868.00 6570 • Conferences & Seminars 0.00 212.00 2,345.00 2,119.00 2,543.00 6590 • Publications & Subscriptions 0.00 17.00 210.00 170.00 205.00 6599 • Allocated Business Devlop. Exp. 100.00 644.00 760.00 6,420.00 7,708.00 Total 6600 • Business Development 1,205.33 3,395.00 22,922.78 33,896.00 40,633.00 6600 • Staff Travel, Meetings & Events 6610 • Staff Travel 6650 • Meals & Entertainment 6660 • Staff Meetings & Workshop 6690 • Special Events & Recognition Total 6600 • Staff Travel, Meetings & Events 6700 • Administrative Expenses 6710•Insurance 6730 • Taxes - UBIT 6750 • Interest & Fees 6770 • Postage & Shipping 9874 • Licenses and Permits Total 6700 • Administrative Expenses 6735 • Property Tax Assessment 6800 • Grant Funded Purchases 6900 • Depreciation Total Expense Net Ordinary Income Other lncomelExpense Other Income 7000 • Gain/(Loss) on Fixed Assets 7600 • Capital Project Funds Received Total Other Income Net Other Income Net Income 210.97 407.00 2,795.12 4,077.00 4,891.00 0.00 83.00 72.81 819.00 975.00 0.00 152.00 160.19 1,527.00 1,819.00 243.67 432.00 2,163.26 4,330.00 5,194.00 454.64 1,074.00 5,191.38 10,753.00 12,879.00 8,666.77 7,895.00 77,782.52 78,962.00 94,752.00 0.00 0.00 7,915.00 6,776.00 9,035.00 834.46 1,623.00 10, 719.67 16,545.00 19,789.00 67.80 190.00 1,821.55 1,893.00 2,263.00 45.00 10.00 45.00 100.00 120.00 9,614.03 9,718.00 98,283.74 104,276.00 125,959.00 0.00 0.00 215.55 250.00 500.00 6,017.03 39,065.00 548,834.54 414,243.00 492,373.00 24,314.31 24.946.00 219,973.31 249,490.00 299,380.00 311,925.11 320,882.00 3,134,799.99 3,258,882.00 3,912,457.00 46,169.45 41,514.00 525,920.38 390,558.00 484,687.00 0.00 671.35 78,239.15 0.00 250,979.15 168,600.00 168,600.00 78,239.15 0.00 250,307.80 168,600.00 168,600.00 78,239.15 0.00 250,307.80 168,600.00 168,600.00 32,069.70 41,514.00 776,228.18 559,158.00 653,287.00 Exhibit E Return of Organization Exempt From Income Tax Form 99 Under section 501(c), 527, or 49471a)(1) of the Internal Revenue Code (except private foundations) Rev. January 020) Do not enter social security numbers on this form as it may be made public. A For the 2019 calendar year, or tax year beginning and coding B checx eoce°ebm.: C Name of organization JANUS DEVELOPMENTAL SERVICES D Employer identification number 31-0963175Doingbusinessas 7MealeN° w Number and street (or P.O. box It mail is not delivered to street address) 1555 WESTFIELD RD. Room/suite E Telephone number 317-773-8781 lam n- oted ro'"iv "etl QMft° potl°" City or town, state or province, country, and ZIP or foreign postal code NOBLESVILLE IN 46062 G I3°ssrecepes 4,264,193. H(a) Is this a group return for subordinates? ,,,, QYes QNo H(b) ae.e.ubomilema md,geei EDYes [::]No If "No," attach a list. (see instructions) FName and address of principal ogicer.CHRI STINA SORENSEN SAME AS C ABOVE 1 Tax -exam status: M 501 e 3 501 a Insert no. 4947(a 1 or 527 Other 0 1 Briefly describe the organization's mission or most significant activities: THE ORGANIZATION PROVIDES INDIVIDUALS WITH DISABILITIES THE OPPORTUNITY TO BECOME aE e Dy... 2 Check this box oiftheorganizationdiscontinueditsoperationsordisposedofmorethan25.5 of its net 3 Number of voting members of the governing body (Part VI, line 1 a) ,,,, 4 Number of independent voting members of the governing body (Part VI, line 1 b) _ ........................I..... 5 Total number of individuals employed in calendar year 2019 (Part V, line 2a) 6 Total number of volunteers (estimate If necessary) _,...................... ........._ 7 a Total unrelated business revenue from Part VIII, column C , line 12 ....... ....... .. to Net unrelated business taxable income from Form 990-T line 39............... ....._.... .... .. .... _........... assets. 3 14 4 14 5 229 5 a 45839 74 29 242. 0 u9 ys 8 10 11 12 Contributions and grants (Part VIII, line lh) _.............. ,..,_.... ___,.._ Program service revenue (PartVill,line 2g) ,. Investment income (Part Vlll, column (A), lines 3,4 and 7d) Other revenue (Part VIII, column (A), lines 5, So, 8c, 9c, 1Oc, and 11 e) ...................... Total revenue • add lines 8 through 11 must equal Part VIII column line 12 ........ Prior Year Current Year 2,505,176. 2,425,352. 1,604,284. 1,608,559. 27,572. 16,293. 189,127. 196,942. 4 3 2 6 15 9 . 4,247,146. 13 Grants and similar amounts paid (Part IX, column (A), lines 13)................................. 14 Benefits paid to or for members (Part IX, column (A), line 4) ..,.....,, 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5.10) „ 16a Professional fundraising fees (Part IX, column (A), line 11 e) ,,, „ .................... ,.... _ , b Total fundralsing expenses (Part IX, column (D), line 25) No-183,440. 17 Other expenses (Part IX, column (A),lines 11a•11d,11F24e) ....................................... 18 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25) ............... . 19 Revenue less expenses. Subtract line 18 from line 12 .............................. .. 0. 0. 0 . 0. 3 134 836 . 3 054 758. 0. 0. 1,071,625, 1,077,014. 4,206,461. 4 131 772 . 119,698. 115 37 . d a22 20 21 Total assets (PartX, line l6).......................................................... Total liabilities(PartX,line26),,,,,,,,,,,,,,,,,,,,,,,,,,,,,__-,,.,_._,,.,.,,.._._.,_,,....._.._.,.__.. Not assets or fund balances, Subtract line 21fromline 20......................................... Beginning of CurrandYear End of Year 4 026 099. 4 092 758. 557 909. 509 194. 1 3 468 190. 3,583,564.. I rat r u 1 JIVIIMUF V OIVVR Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is Sign I / Here 1• Printrrype preparer's name Paid UKE SPARKS Preparar I Firm's name KEMI Use Only Flrm's address 1701 Preparer's signature GM1ecitl 0201 01-20-20 LHA For Paperwork Reduction Act Notice, see the separate Instructions. Form SEE SCHEDULE 0 FOR ORGANIZATION MISSION STATEMENT CONTINUATION Exhibit F JANUS DEVELOPMENTAL SERVICES, INC. BOARD MEMBER LIST BOARD OF DIRECTORS 2019-2020 CHAIR: Matthew Snyder VICE CHAIR: Mary Jane Coffing TREASURER: Kevin Smith SECRETARY: Regina DelaRosa BOARD MEMBERS Adam Aasen Leigh Ann Clayton Michael Fogarty Tony Murray Alex Pinegar Chrissy Pogue Cindy Spoljaric Selina Stoller Mary Paris, Ex-Officio PRINCIPAL OFFICERS PRESIDENT/CEO: Christina Sorensen DB Engineering, Clay Township Board Director, Roche Diagnostics Officer, First Merchants Bank Retired Attorney, Community Member Co-owner, Donatello's Italian Restaurant VP, Union Savings Bank Retired, City of Carmel Police Chief Noblesville Fire Department Partner, Church, Church, Hittle & Antrim Transition Specialist, Special Education City of Westfield Council City of Fishers Council/Parent Community Member, Philanthropist SENIOR VP/ DEVELOPMENT: Debbie Laird VP/CLIENT SERVICES: Tim White Exhibit G YEAR END REPORT FOR CARMEL ARTS GRANT - 2020 The generous funding provided by the City of Carmel Arts Grant in the amount of $10,000 has enabled Janus artists to continue to explore their unique talents and create artwork to share with others in our community despite a tough year filled with uncertainty. The grant funds were used to purchase Zoom meeting art kits, which were needed due to the sudden onset of COVID and a need to shut down our facility for several months. These Zoom art kits included paint, canvasses and other art supplies which were distributed to our clients for participation at their own homes. The clients absolutely loved these kits and being able to continue to interact with our staff during this pandemic. Now that we are back to in - person attendance, we continue to use funds for art supplies. Due to the significant service interruption between March and July this year, many of our funds are still needing to be spent. We intend to use the remaining funds for needed equipment in our art space. This includes art tables, storage cubbies, partitions, and additional supplies as we transform the traditional workshop program area into more of a dedicated art space. These funds will be spent by December 2151, 2020. The grant expenditures are listed on the page attached to this report. Traditionally, Janus hosts several fundraisers to support that we provide. However, COVID restricted our fundraising options. Our staff decided on hosting an open house style Art Store featuring all of the creative items our clients have created. In one weekend the Art Store raised over $4,000! Clients received a commission on the art that they created individually, which is giving the artists great pride and excitement over their creations. We intend to restock the Art Store and host another open house by the end of this year. The important impact provided by the Carmel Arts grant can be seen in the way the funding has enhanced the lives of the Janus artists and in turn, our community. The funding provided by the City of Carmel Arts grant to the Janus art programs has allowed our talented artists to continue to realize their hopes and dreams. The ability to be involved in the planning and design aspects of the various art projects and to have the art supplies needed to create the art continues to provide life -enhancing opportunities for our artists. Being able to share their art with the community as well as sell their art and take home a paycheck is a great source of pride for every artist. Our clients take great pride in the art that they create. Theresa continues to thrive with creating art, for both enjoyment and selling it. The above mentioned store allowed Theresa to dramatically increase her total amount of sales. The opportunity to be able to express herself and share her love of life through her artwork is important to our clients like Theresa. Art has truly made a life changing impact in her life and in the lives of everyone who has experienced her artwork. Community members who visit the Janus facility are very interested in learning more about our various programs and services. The art programs demonstrate that people with disabilities are very capable of achieving their goals and living happy and fulfilled lives. It is obvious that our visitors from the community recognize the artistic talents displayed by the Janus artists and enjoy having the opportunity to see and purchase the art that they created. The City of Carmel Arts grant funding has very positively impacted the Janus art programs and the Janus artists in many ways. We value the City of Carmel's support and are excited about the many ways that our art programs continue to evolve and produce such positive effects that enhance the lives of the people we serve. ITEMIZED LIST OF EXPENDITURES Paint/canvasses/supplies 4,000.00 Art tables 1,640.00 Stora a cubbies 4,232.00 Storage for drill & wood burner 76.00 Easels and Laminating Sheets 52.00 RESOLUTION NO. BPW 02-03-21-25 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrantM3Theatre Camp.docx1/27/202110:27AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to "Agreement") entered into by and between the City of Carmel (the "City") and Ael,C-1<o Oo_m Q (the Grantee"), is executed pursuant to the terms and conditions set orth 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, Allar , gIa. an authorized representative of Grantee, have applied for a C6 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, agrees to grant $ 2 10 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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, unaudited Balance Sheet and Income Statement, 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 8 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 1) 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who 2 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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. 3 14. 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 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. 15. 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. 16. 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 ATT1 ST: hereto have made and executed this Agreement as follows: By: James Brainard, Mayor Date: 1-13-2021 Date: 1-13-2021 If you have any question concerning the City of Cannel's 2021 Arts Grant Program, grant writing. guidelines or application materials. contact: Sharon Kibbe, City of Carmel, One Civic Square. Carmel. IN 46032. Phone: 317571-2483, skibbernkarmel in eov. 0 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of Fax: Contact Email: APPLICATION AMOUNT: DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: sa aklc fc Additional pages may be added to Exhibit "A") Attachment to Exhibit "A" M3 Theatre Camp is a young and growing Musical Theatre Company for children between the ages of eight and fourteen. Our camp is unique because it gives all students, regardless of their level of talent or skill the opportunity to experience Musical Theatre as performers. This summer, students will have the opportunity to participate in a three-week camp that will meet from 9am-3pm each day. During camp students will learn about and participate in the following activities: acting, singing, stage movement, theater terminology, dancing, the audition process, set design, and team -work! In 2020, M3 Theatre Camp had planned to produce and perform Moana, Jr. Because of COVID-19, M3 Theatre Camp made the difficult decision to postpone camp to June 2021. We made this decision in the interest of safety for our students, parents, and instructors. This year M3 Theatre Camp plans to produce Moana. Jr. in a safe environment where adequate distancing and outdoor rehearsals will be possible. Though M3 Theatre Camp was unable to hold camp, students still participated in a Polynesian themed workshop at the beginning of March, where students tasted Polynesian food, made leis, learned a song from "Moana. Jr., and even learned the hula. In addition, we already purchased almost all of the costume material we would have needed for the production. M3 Theatre Camp was also able to hold it a fall event at The Carmel Gazebo on October 171h. Children learned a song with Choreography and were able to maintain a safe distance while still entertaining family and friend. Because of challenges the pandemic, and M3 Theatre Camp's desire to keep students safe, we anticipate some additional expenses for camp in 2021. First of all, we plan to perform and hold some rehearsals outside at The Carmel Gazebo. For this reason, we will need to invest in quality sound and lighting equipment, sturdy backdrops, and portable backstage changing areas. M3 Theatre Camp is grateful for past support from The City of Carmel, Meridian Music Company, Meridian Music School, parents, and other members of the Community. We are looking forward to continued growth and learning, and we are thrilled to be a part of the rich Arts Community that already exists in Carmel. Grant funds would be used to cover the following expenses: Sound System with Laval!er Mics: $2,000.00 Lighting Equipment: $500.00 Backdrops: $1,000.00 Backstage Changing Tents: $200.00 M3 Theatre Camp 2021BUDGET Total Expenses W 27,515.00 VENUE CAMP INSTRUCTORS Room and hall fees. 3,000.00 Directors 15,000.00 Lighting & Sound 2,100.00 PRODUCTION Costumes 500.00 Makeup 200.00 PRINTING Props 500.00 Program 400.00 Sets/Backdrop 1,000.00 Tickets 10.00 Changing Tents 200.00 Forms 5.00 CAMP FUNDRAISING Snacks 300.00 Food 1,500.00 Office Supplies 100.00 Decorations 300.00 Venue 1,200.00 ADVERTISING Concessions/Flower Sales 150.00 flyers 200.00, Website 350.00 Digital Advertising 500.00 Farmed pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991 BUSINESS ID BUSINESS TYPE BUSINESS NAME PRINCIPAL OFFICE ADDRESS NAME ADDRESS PERIOD OF DURATION EFFECTIVE DATE f APPROVED AND FILED I CONNIELAWSON INDIANA SECRETARY OF STATE 05/23/2017 02:55 PM 201705231197196 Domestic Nonprofit Corporation M3 THEATRE CAMP, INC. 845 W. Carmel Dr., Carmel, IN, 46032, USA Hillary Blake 845 W. Carmel Dr., Carmel, IN, 46032, USA Perpetual 05/23/2017 TITLE President NAME Hillary B Blake ADDRESS 845 W. Carmel Dr., Carmel, IN, 46032, USA 9J'i;•TICLE V - ORATOR(S) . NAME Craig Gigax ADDRESS 15 Mill Run Ct, Fishers, IN, 46038, USA page 1 of 2 - APPROVED AND FILED CONNIE LAWSON INDIANA SECRETARY OF STATE 05/23/2017 02:55 PM ARTI47.E VI,=.GENERAL INFORMATION STATEMENT OF PURPOSE M3 Theatre Camp is formed to provide children the opportunity to act in musical theatre camps during the summer months. TYPE OF CORPORATION Public benefit corporation, which is organized for a public or charitable purpose WILL THE CORPORATION HAVE MEMBERS? Yes DISTRIBUTION OF ASSETS The assets of M3 Theatre Camp will consist of props and costumes either made by or donated to the children. Upon dissolution these would be donated to another theatre company. SIGNATUEE , ;;' THE SIGNATOR(S) REPRESENTS THAT THE REGISTERED AGENT NAMED IN THE APPLICATION HAS CONSENTED TO THE APPOINTMENT OF REGISTERED AGENT. THE UNDERSIGNED, DESIRING TO FORM A CORPORATION PURSUANT TO THE PROVISIONS OF THE INDIANA NONPROFIT CORPORATION ACT, EXECUTE THESE ARTICLES OF INCORPORATION. IN WITNESS WHEREOF, THE UNDERSIGNED HEREBY VERIFIES, SUBJECT TO THE PENALTIES OF PERJURY, THAT THE STATEMENTS CONTAINED HEREIN ARE TRUE, THIS DAY May 23, 2017 SIGNATURE Craig Gigax TITLE Incorporator Business ID : 201705231197196 Filing No: 7609925 Page2of2- INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY P. 0. BOX 2508 CINCINNATI, OH 45201 Pate: DEC' 1 2016 Employer Identification Number: R 10 81-4662315 DLN: 26053749001346 M3 THEATRE CAMP Contact Person: 845 W CARMEL DR CUSTOMER SERVICE ID# 31954 CARMEL, IN 46032-0000 Contact Telephone Number: 877) 829-5500 Accounting Period Ending: December 31 Public Charity Status: 509(a)(2) Form 990/990-EZ/990-N Required: Yes Effective Date of Exemption: December 12, 2016 Contribution Deductibility: Yes Addendum Applies: No Dear Applicant: We're pleased to tell you we determined you're exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c)(3). Donors can deduct contributions they make to you under IRC section 170. You're also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106, or 2522. This letter could help resolve questions on your exempt status. Please keep it for your records. Organizations exempt under IRC Section 501(c)(3) are further classified as either public charities or private foundations. We determined you're a public charity under the IRC Section listed at the top of this letter. If we indicated at the top of this letter that you're required to file Form 990/990-EZ/990-N, our records show you're required to file an annual information return (Form 990 or Form 990-EZ) or electronic notice (Form 990-N, the e-Postcard). If you don't file a required return or notice for three consecutive years, your exempt status will be automatically revoked. If we indicated at the top of this letter that an addendum applies, the enclosed addendum is an integral part of this letter. For important information about your responsibilities as a tax-exempt organization, go to www.irs.gov/charities. Enter "4221-PC" in the search bar to view Publication 4221-PC, Compliance Guide for 501(C)(3) Public Charities, which describes your recordkeeping, reporting, and disclosure requirements. Letter 947 2_ M3 THEATRE CAMP Sincerely, 000 Jeffrey I. Cooper Director, Exempt organizations Rulings and Agreements Letter 947 d$ V d Form NP— I Slate Form 51065 4-03) Indiana Department of Revenue Indiana Government Center North Indianapolis, Indiana 46204 Indiana Nonprofit Sales Tax Exemption Certificate This certificate may not be used to collect sales tax) 000001 1800152073269 IN IN I11II IIIII IIIII IIIII 1111IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII III IIII M3 THEATER CAMP 845 W CARMEL DR CARMEL, IN 46032-5804 TID: 0164176977 LOC: 000 Corresp ID: 1800152073269 Issued: 07/31/2018 Organization is only exempt from payment of sales tax on purchases for which the organization is granted exemption. Detach Here) Qualifying for sales tax exemption requires the completion and filing of an application form prescribed by the Indiana Department of Revenue. The Taxpayer Identification Number (TID) above must be provided to the retailer if purchases are to be exempt from sales tax. In addition, to qualify for sales tax exemption, such purchases must be used for purposes described in Information Bulletin #10. The TID must be used on Sales Tax Exemption Certificates (ST-105) when making qualified purchases. The tact that an organization is granted exemption from income tax by the federal government, or that it at one time was granted such an exemption by the State of Indiana, does not neccessarily mean that a purchase made by a nonprofit organization is exempt from sales lax. Requirements for Sales Tax Exempt Purchases by Nonprofit Organizations: A. Purchases by a Nonprofit Organization for its Own Use: In order to qualify for sales tax exemption on purchases, a nonprofit organization must satisfy the following conditions: a) The organization must be named or described in IC 6-2.5-5-21(b). Organizations named or described in this Code section are organized and operated exclusively for one or more of the following purposes: Civic Charitable Educational Fraternal Literary Religious Scientific b) Included in the above general organizational categories are the following specifically named types of nonprofit organizations: Business Leagues Churches Convents Fraternities Labor Unions Licensed Hospitals Monasteries Parochial Schools Pension Trusts Shared Hospital Services Sororities Student Cooperative Housing 2. In order to qualify for sales tax exemption, purchases must be used for the same purposes for which the nonprofit organization is granted exemption. Purchaser for the private Benefit of any member, director, or officer of the nonprofit organization, or for any other individual are not eligible,for exemption. Purchases used,for social purposes are never exempt. B. Purchases by Nonprofit Organization for Resale: Purchases of tangible personal property purchased for resale by nonprofit organizations are eligible for sales tax exemption. State of Indiana Office of the Secretary of State Certificate of Incorporation of M3 THEATRE CAMP, INC. I, CONNIE LAWSON, Secretary of State, hereby certify that Articles of Incorporation of the above Domestic Nonprofit Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991. NOW, THEREFORE, with this document I certify that said transaction will become effective Tuesday, May 23, 2017. In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, May 23, 2017 r ' / CONNIE LAWSON SECRETARY OF STATE 201705231197196 / 7609925 To ensure the certificate's validity, go to https://bsd.sos.in.gov/PublicBusinessSearch STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) of an authorized representative being first duly sworn upon my oath, state that pursuant to paragraph 2 of tde 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 calendar year ending 2019 totaled $ 1 qJ 117 9, 5y Subscribed and swom to before me, the undersigned Notary Public, this _% ' day of Ou mm l; ( , 2020. - Pi STATE OF INDIANA Signature - Notary Public Notary Public Seal 7/' Christine S. Wagner Printed Name(i n S /A/ o S "cL iuL l— c My commissiob"" ebruary 21. 2023 Resident of NLpC ! County, Indiana My Commission Expires: `!uAry '2 1. 10.2 3 d a N O N N N N 1p N N co oarNTWciNN01OfO NN N N N V .- N N n O ZN a 0 F C y x Z ANrLj ANC xO v y WCNEtu c w Cl F CU f O 6 G7z O to mJ Q f J 4 k j LD kB awk a 0 E E f]! k k! a2! mk! k k& k k k/) k)/k k ua: i k t#oo w 3 w a) m. o w 2 w 0 a e wf/ o a N u o 0 0 o m m n o 0 o n N o O o N Ery a c E Eao a ^+ K E ou aE m U E 0 o L= o x O d a oH O a s o 0 o zs z= vZ m a Hillary Blake From: Nicole James <NJames@SomersetCPAs.com> Sent: Friday, July 10, 2020 9:15 AM To: Hillary Blake Cc Lou Castellani; M3 THEATRE CAMP INC 19YE Subject: 990-N, NP-20 (12/31/19) (IWOV-WS9.FID9952791 Attachments: Attach ments.html Somerset Accountants and Advisors Expires August 9,2020 13760.1990-N 123119 CLIENT COPY.pdf 243.1 KB 13760.1990-N 123119 INSTRUCTION LETTER.pdf 139.2 KB 13760.1 NP-20123119 TO BE PRINTED, SIG ... IDR.pdf 135.8 KB Download Attachments Re: M3 THEATRE CAMP, INC. Please find the attached instruction letter, client copy, and Indiana NP-20 for your Exempt Organization return E-Filing: Your Federal 990-N was qualified for electronic filing. We have transmitted the postcard electronically to the IRS. No further action is required. Please refer to the attached letter for the mailing instructions for your 'NP 20, State Exempt Organization Annual Report. Should you have any questions, please contact your accountant as soon as possible. Thank you. Nicole James Tax Processing Manager phone: (317) 472-2186 Personal Secure Email Inbox 11/18/2020 13760.1 990-N 123119.pdf 1of10 Q Somerset CPAs and Advisors Download I4,flhfi AUtHOfllry Rfr FNSIFR'S 4EGiPOWCH(AGSl2 RlS GS]E A'.W fliEO EDER,ii. FOR$990 N (E-POSTQARD), QALZFSED RANSMZTTED OT!?0{2020 INDIANA OLT ALLOWEDRaia ,... .. ,. ..... .. a _ UM A.. .. - SEEM MUN&M gig 62% + Items in "All Downloads" htips://somersetcpas.sharefile.wnVshare/view/sl fdd988aca17465 1/1 Exhibit F M3 Theatre Camp Board Hillary Blake, President of M3 Theatre Camp Kelli McLaughlin, Board Member Claire Ma, Board Member Jenny Pfeiffer, Board Member Chris Plunkett, Board Member Exhibit G End of Year Report M3 Theatre Camp was honored to be the recipient of a Carmel Arts Grant of $2,000.00 in 2020. Like many arts organizations around the world, M3 Theatre Camp faced the disappointment of canceling the 2020 show that our students were so looking forward to. Though we were unable to hold camp, The Carmel Arts Grant helped our organization in several ways. First of all, we were able to purchase our show kit. In addition, we purchased almost all the costumes items we would have needed to for Moana. Jr. Finally, we were able to refund all camp participants and still have funds for a fall event that M3 held in October. While we were disappointed that the Moana. Jr. camp did not happen in 2020, we were able to hold a spring Polynesian themed workshop in March. We also brough students and camp directors togetherto rehearse and perform a song at Meridian Music School's outdoor Cooperative Recital. With the support the City of Carmel and Meridian Music school parents, M3 Theatre Camp plans to produce and perform Moana. Jr. in June 20211 RESOLUTION NO. BPW 02-03-21-26 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrantMuseum ofMiniature Houses.docx1/27/202110:28AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and (DLAsf (yl "1 /Vl;, a1 a e c sc (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: That on behalf of Grantee, a not -for -profit corporation, 1, Fh;ne nnc in i 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, agrees to grant $ 5 , 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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); I 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, unaudited Balance Sheet and Income Statement, 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 8 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 1) 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who 2 is neither an employee of Grantee nor a member of the Grantee's Board of Directors, to be provided to the City of Cannel by March 31 of the following year. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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. 14. 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 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. 15. 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. 16. 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: M S2N M ia;Qt 4Ve— WOO-s S ("Grantee") By: rs (Signature) Printed Name of Officer:Title: Xcr ti c Vlre of Date: tbvvy- ci 6 Do CITY OF CARMEL ( "Granior") By: 'e'11 James Brainard, Mayor 1-13-2021 ATTEST: Date: 1-13-2021 If you have any question wnceming the City ofCarmel's 2021 Arts Grant Program, great wTiung, guidelines or application materials, contact: Sharon Kibbe, City of Carmel, One Civic Square. Cannel, IN 46032, Phone: 317-571.1483. skihbe&AMel m eov. 4 Exhibit A EXHIBIT "A" An Application and Description of the Proposed Use of the Grant Funds for 2021 APPLICANT: Name of organization: Museum of Miniature Houses & Other Collections, Inc. Address: III East Main Street, Carmel, IN 46032 Telephone:317-575-9466 Contact Person: Elaine Mancini, Executive Director Email: mancinielainec@gmail.com APPLICATION AMOUNT: $17,300 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: The Museum of Miniature Houses was founded in 1991 by three female Indiana artisans in order to preserve and display scale miniatures and antique dollhouses, and to introduce this art form to others. The vision of these three women was to ensure that collections of quality miniature room settings, houses, and individual pieces would not be lost to future generations. The Museum of Miniature Houses is a not -for -profit organization, with forty-seven volunteers, twenty of whom serve as docents each month when the museum operates on its full five -days -a - week schedule. Admission and shop sales, attic sale revenue, individual and corporate donations, memberships, and grants allow the museum to continue operating successfully. Paid staff comprise a part-time operations manager, a full-time executive director and a full-time collection manager. The museum is one of only five museums in the country dedicated exclusively to miniatures. Our visitors comprise 15% from Carmel, 23% from nearby areas such as Indianapolis and Fishers, another 27% from elsewhere in Indiana and nearly one-third the rest from the other 49 states. We frequently have three generations in a visiting group. Miniatures lend themselves to intergenerational learning and sharing. The museum features rotating exhibits so there is always something new for a visitor to appreciate. The museum has recently installed a new audio tour system to replace the one we had for 15 years or so. The new audio tour allows for morel items to be included in the script and has updated information on all of the items included (approx. 37). The audio tour is offered free of charge to every visitor. The new audio tour has elicited comments of praise from signers of our visitor log. Exhibit A Use of funds (Exhibits, Visitor Amenities) Normally we ask that the funds help support our public programming: Celebrations of Creativity and Craftsmanship, our workshops, and Miniatures by Candlelight in December. Because of COVID, we have canceled these events beginning March 2020 and currently have no plans to recommence public activities for 2021. This upcoming year, therefore, our focus is on exhibits and visitor amenities. Specifically, the costs associated with Collection Management and Displays relate to maintaining the items in our permanent collection to be available for exhibit use and setting up the displays. Visitor amenities relates to our new audio tour. The museum has always maintained printed versions of the audio tour script in English (for those hard of hearing), Chinese, Japanese and Spanish. With the new audio tour, we need translations to be done in other languages, like we had previously and would like to add a French version as well. Budget for Proposed Use of Funds Operations Rent $1,500 Telephone and computer $2,500 Collection Management and Displays Collection maintenance and repair $1,600 Collection manager salary support $5,400 Exhibit costs $ 800 Visitor Amenities Translation into Spanish 850 Translation into Chinese 750 Translation into Japanese 850 Translation into French 850 Marketing Support for Executive Director social media, community Relations $2,200 Total $17,300 By - Printed Name of Officer: Elaine Mancini Title: Executive Director Date: November 6, 2020 Museum of Miniature HousesXh' FY 2021 ends May 31, 2021 A B 1 2020-2021 Budget 2 2020-2021 Budget 3 Income 4 6020 -Grantsand Honors 35,000.00 5 6040 - Endowment 1,500.00 6 6050- Market Value Changes 7 6000 - Donations 70,000.00 8 6035 -Shop Sala 30,000.00 9 6025-Admissions 12,000.00 10 6015 - Memberships 6,000.00 11 6044-Attic Sale 8,000.00 12 6045 • Show Income 1,000.00 13 6028- Dividends and Interest Income 8,000.00 14 603 2 -Workshops 100.00 15 6030-Misc (incl.Photos) 16 6000 - Land Donation 17 Total Income 171,600.00 18 Expense 19 6560-Payroll Expenses 98,000.00 20 7100 - Rent 24,000.00 21 7200- Building Mai ntenance/Janitorial 3,500.00 22 7010 -Shop Stock 6,000.00 23 7080-Advertising and Promotion 3,500.00 24 7122 - Electricity 2,500.00 25 7180 -Telephone & Computer 3,000.00 26 7075-Sales Tax 1,200.00 27 7040 - Supplies 2,500.00 28 7120-Gas 1,000.00 29 7700- Professional Services 7,500.00 30 7030- Printing &Stationery 500.00 31 7020 - Postage 500.00 32 7065 - Legacy Fund Oper Support Fees 2,000.00 33 7095 - Insurance 1,800.00 34 7050 - Fees, Dues, & Subscriptions 6,000.00 35 7121 - Water 500.00 36 8000-Collection Display Expenses 5,000.00 37 7044 -Attic Sale Expenses 100.00 38 7045 • Show Expense 300.00 39 7060- Museum Publications 40 8200-Collection Repairs&Maintenance 2,000.00 41 6999 - Uncategorized Expenses 42 7070- Miscellaneous Expenses 43 7124 • Meals & Entertainment 44 7650 • Property Tax 200.00 45 46 Total Expense 171,600.00 STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF INCORPORATION OF MUSEUM OF MINIATURE HOUSES AND OTHER COLLECTIONS, INC. I, JOSEPH H. HOGSETT, Secretary of State of Indiana, hereby certify that Articles of incorporation of the above corporation, have been presented to me at my office accompanied by the fees prescribed by law; that I have found such Articles conform to'law; all as prescribed by the provisions of the Indiana i'onprofit Corporation Act of 1991, s amended. Na-, THEREFORE, I hereby issue to such Corporation this Certificate of Incorporation, and further certify that its corporate existence will begin Novenber 01, 1991. In Witness Whereof, I have hereunto set my hand and affixed the seal of the state of Indiana, at the City of Indianapolis, this First day of November , 1991 Secretary of By Deputy INTERNAL REVENUE SERVICE DISTRICT DIRECTOR P. 0. BOX 2508 CINCINNATI, OH 45201 Date: QU U J Ift MUSEUM OF MINATURE HOUSES AND OTHER COLLECTIONS INC C/O SUZANNE L MOFFETT 111 E MAIN ST CARMEL, IN 46032 Dear Applicant: DEPARTMENT OF THE TREASURY•. Employer Identification Number: 35-1840276 DLN: 316236098 Contact Person: D. A. DOWNING Contact Telephone Number: 513) 684-3957 Our Letter Dated: January 10, 1992 Addendum Applies: No This modifies our letter of the above date in which we stated that youwouldbetreatedasanorganizationthatisnotaprivatefoundationuntil theexpirationofyouradvancerulingperiod. Your exempt status under section 501(a) of the internal Revenue Code as anorganizationdescribedinsection501(c)(3) is still in effect. Based on theinformationyousubmitted, we have determined that you are not a privatefoundationwithinthemeaningofsection509(a) of the Code because you are anorganizationofthetypedescribedinsection509(a)(1) and 170(b)(1)(A)(vi). Grantors and contributors may rely on this determination unless the Internal Revenue Service publishes notice to the contrary. However, if youloseyoursection509(a)(1) status, a grantor or contributor may not rely onthisdeterminationifheorshewasinpartresponsiblefor, or was aware of, the act or failure to act, or the substantial or material change on the part oftheorganizationthatresultedinyourlossofsuchstatus, or if he or she acquired knowledge that the Internal Revenue Service had given notice that youwouldnolongerbeclassifiedasasection509(a)(1) organization. If we have indicated in the heading of this letter that an addendum appliea,+the addendum enclosed is an integral part of this letter. Because this letter could help resolve any questionabout your private foundationstatus, please keep it in your permanent records. ds. If you have any questions, please contact the person whose name and telephonenumberareshownabove. Sincerely yours, Distric irector Letter 1050 (DO/CG) STATE OF INDIANA SS: COUNTY OF HAMILTON AFFIDAVIT I, C Ic ce= "nc in 1 , an authorized representative of 1ye a J MJC, IQ{ ,1•e u,,.,•,cam ("Grantee"), being first duly swomupon my oath, state that pursuant to paragraph 2 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 calendar year ending 2019 totaled $ 01$ ] 716, L10 Signature Printed Name _6nf , e— MR nc't n ( Subscribed and swom to before me, the undersigned Notary Public, this day of d e %ei 2020. MARTA KACZANOWSKA o;ary Dub<- Sea] Han'tCr Ccurry-Sa1e o1 rdara Comnssion Number K9496 My Ccmmissian Expires jar 18. 2026 SEAL] ignature -Notary Public Printed Name M 14 f2 `A eKA C 2 (A Uoir)5! Resident of Hox, w c I Lot,,f County, Indiana My Commission Expires: i e 2Oz6 cc'X+'iQiT'E WART) MUSEUM OF MINIATURE HOUSES AND OTHER COLLECTIONS, INC. CASH BASIS FOR THE YEAR ENDED MAY 31,.2019 FINANCIAL STATEMENTS MUSEUM OF MINIATURE HOUSES AND OTHER COLLECTIONS, INC. TABLE OF CONTENTS Accountants' Compilation Report Financial Statements: Statement of Assets, Liabilities, and Net Assets - cash basis Page Statement of Revenues, Expenses, and Other Changes in Net Assets cash basis 2 miss rLmR. Accountants' Compilation Report Board of Directors Museum of Miniature Houses and Other Collections, Inc. A non-profit, tax exempt Corporation) Carmel, Indiana Management is responsible for the accompanying financial statements of Museum of Miniature Houses and Other Collections, Inc. (a nonprofit organization), which comprise of the statement of assets, liabilities, and net assets - cash basis as of May 31, 2019 and summarized information - cash basis for May 31, 2019 and the related statement of revenues, expenses, and other changes in net assets - cash basis for the fiscal year then ended in accordance with the cash basis of accounting, and for determining that the cash basis of accounting.is an acceptable financial reporting framework. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the AccountingandReviewServicesCommitteeoftheAICPA. We did not audit or review the financial statements not were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, a conclusion, nor provide any form of assurance on these financial statements. The financial statements were prepared in accordance with the cash basis of accounting, which is a basis of accounting other than accounting principles generally accepted in the United States of America. Management has elected to omit substantially all of the disclosures ordinarily included in financial statements prepared in accordance with the cash basis of accounting. If the omitted disclosures were included in the financial statements, they might influence the user's conclusions about the Organization's assets, liabilities, net assets, revenues, expenses and other changes in net assets. Accordingly, these financial statements are not designed for those who are not informed about such matters. n, Carmel, Indiana August 2, 2019 MUSEUM OF MINIATURE HOUSES AND, OTHER COLLECTIONS, INC. Statement of Assets, Liabilities, and Net Assets - Cash Basis May 31, 2019 ASSETS Endowment Operating Fund Fund Total Cash and cash equivalents 19,496 19,496 Investments - marketable securities 217,467 217,467 Investments - Legacy Fund 231,224 231,224 Direct Deposits 7,312 7,312 244,275 231,224 475,499 Property and equipment, at cost: Equipment and furnishings 6,949 6,949 Leasehold Improvements 1,683 1,683 8,632 8,632 Total Assets Credit cards Payroll taxes withheld Total Liabilities Unrestricted Temporarily restricted Permanently restricted Total net assets 252,907 $ 231,224 $ 484,131 LIABILITIES AND NET ASSETS 1,035 2,826 3,861 249,436 249,436 215,834 15,000 230,834 1,035 2,826 3,861 249,436 215,834 15,000 480,270 Total Liabilities and Net Assets $ 253,297 $ 230,834 ' $ 484,131 See Accountants' Compilation Report 1 CAtl Is I r' F_ MUSEUM OF MINIATURE HOUSES AND OTHER COLLECTIONS, INC. Statement of Revenues, Expenses, and Other Changes in Net Assets - Cash Basis Year Ended May 31.2019 Operating Endowment Total Fund Fund 2019 CASH RECEIPTS: Donations: IndividualsMemberships Corporate and organizational Shop Sales - net Admissions. Show and Attic Income - net Interest and dividends Grants and Honors Miscellaneous Income TOTAL CASH RECEIPTS OPERATING EXPENSES: Shop inventory purchases Payroeexpense Payroll taxes Facility rent utilities ' - Advertising and promotion _ Telephone and IT _ Supplies Postage - Insurance Expense Professional fees Dues and subscriptions Building maintenance . Printing & stationary Meals & Entertainment Miscellaneous expense MUSEUM COLLECTION EXPENSES DisplayCollection acquisitions Repairs and maintenance TOTAL DISBURSEMENTS Receipts over/(ender) expenses Unrealized gain (loss) on investments CHANGE IN NET ASSETS Deposit in Transit Net assets at beginning of year NET ASSETS at end of year 80,928 $ 4,607 4,351 29,003 23,769 7,635 4,972 40,165 1,358 196,808 4,210 $ 4,210 86.138 $ 4,607, 4,351 29,003 23,789 7,635 4,972 40.165 1,358 201,018 May 31, 2018 63,316 6,193 588 20,485 23,584 7,411 5,451 38,617 3,604 169,U9 6,267 6.267 3,272 104,383 104.383 94,246 7,962 7,962 7,210 18,162 18,152 15,610 4,573 4.573 4,381 6,215 6,215 6,253 7,102 7,102 8,740 2,399- 2,399. 6,310 658 658 - 772 1,136 1,135 - 1.084 6,969 1;663 8,632 8,272 2,699 2;699 1.993 1,217 1.217 1,169- 630: 530 75 75 68 70 1.635 17 ,6 70 I7YC 663,015 1,000 1,000 5,632 12,502- 12,502 291 183,908 1,663 185571 168,238 12,898 2.547 15,447 311 27,611 3,318 3Q929 29,113 40,509 5,866 46,376 29,424 . 1no) 209,026 404,470 249A35 433,894 100 224,868 433.894 ` 230,833 $ 480,270 $ See Accountants' Compilation Report 2- Exk'6It E Pa et , 9:05 PM Museum of Miniature Houses & Other Collections, Inc. 01/12120 Balance Sheet Cash Basis As of December 31, 2019 Dec 31, 19 Nov 30, 19 Dec 31, 18 ASSETS Current Assets Checking/Savings 1011 - checking National City 1035 - Cash - PayPal 1040 - Securities Account- Etrade 1050 - Legacy Fund -Endowment Total Checking/Savings Total Cuff ant Assets Fixed Assets 2010 - Equipment and Furnishings 2020 Leasehold Improvements Total Fixed Assets TOTAL ASSETS LIABILITIES & EQUITY Liabilities Current Liabilities Credit Cards 2051 - Bank of America #9281 2052 • Bank of America #5989 2053 - Bank of Amerce #5196 2056 - Bank of America #0285 2057 - Bank of America #8867 Total Credit Cards Other Current Liabilities Me - Payroll Liabilities 2110 - Direct Deposit Liabilities Total Other Current Liabilities Total Current Liabilities Total Liabilities Equity3900 - Retained Earnings 5020 Legacy Fund Balance Net Income Total Equity TOTAL LIABILITIES & EQUITY 21,246.85 10,416.85 14,795.01 617.99 2,884.91 417.07 277,641.49 201,045.89 234,970.30 238,620.75 238,370.75 215,230.20 538,127.08 452,718A0 465.412.58 538,127.08 452,718.40 465,412.58 6,94921 6,949.21 6,949.21 1,682.70 1,682.70 1,682.70 8.631.91 8,631.91 8,631.91 546,758.99 461,350.31 474,044.49 621.86 640.92 599.48 2828 67.18 239AI 233.00 264.90 222.00 0.00 93.23 0.00 0.00 24.05 0.00 883.14 1,090.28 1,060.89 2,658.02 2,658.04 7,317.83 7,311.84 4,659.81 4,653.80 3,776.67 3,563.52 3,776.67 3,563.52 4,584.96 0.00 d RRd eR 1111111IVQ1.0 5,645.85 307,311.12 307,311.12 260,936.13 172,957.97 172.957.97 172,967.97 70,266.57 16,35526 34,504.54 550,535.66 464,913.83 468,398.64 546,758.99 461,350.31 474,044A9 Page 1 cx i l} E ct 3 Return of Organization Exempt From Income Tax IOMB154e-00" Form 990 Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) 2019 Rev. January 2020) Do not enter social security numbers on this form as it may be made public. Open to Public B mars a C Name of organization app°" b" MUSEUM OF MINIATURE HOUSES AND OTHER Qo. h.,e COLLECTIONS, INC. nane"° s. Doing business as E:] ienm, Number and street (or P.O. box ff mail is not delivered to street address) E:: re'e;,,i 111 E. MAIN STREET bra n- evidCity or town, state or province, country, and ZIP or foreign postal cotle etl CARMEL, IN 46032-1823 bbg F Name and address of principal off icer:SUZANNE MOFFETT pendog 8386 N. ILLINOIS STREET. INDIANAPOLIS D Employer identification number Roorrdsuhe I E Telephone number J1// J/J—JYVV G Grosrecelpft 426,8 His) Is this a group return for subordinates? Yes n No H( b) are ati wbo<dn.a inc1udediE::1Yes DNo If " No," attach a list, (see instructions) e 1 Briefly describe the organ nation's mission or most significant activities: THE EXEMPT PURPOSE OF THE MUSEUM A IS TO PRESERVE AND EXHIBIT QUALITY MINIATURE HOUSES AND TO PROVIDE 2 Check this box LJ it the organization discontinued its operations or disposed of more than 25% of its net assets. 3 Number of voting members of the goveming body (Part VI, line 1 a) ........ 3 8 4 e4Numberofindependentvotingmembersofthegoverningbody (Part VI, tine l b) ...... _..__ .. _. _....... _. ,. 5 5Totalnumberofindividualsemployedincalendaryear2019 (Part V. line 2a) 5 6 Total numberof volunteers (estimate If necessary) ,._,... _ 9 40 7a 0. 7aTotalunrelatedbusinessrevenuefromPartVIII, column (C), line 12 I Net unrelated business taxable income from Form 990-T, line 39.................................................................. 7b 0 . Prior Year Current Year 0 8 Contributions and grants (Part Vill,the 1h) 94,09 318, 7 • 0 9 Program servicerevenue(PartVIIl,line2g) 64,193. 57 4, 972. 8,539. 910InvestmentincomePartVill,column (A),lines 3,4,and 7d) 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c,1 Do, and 11 e) ...................... 31,490 . 194, 751 . 424,273 . 12Totalrevenue -add lines 8 through 11 must equal Part VIII, column , line 12 .. 13 Grants and similar amounts paid (Part IX, column (A), lines 13) 0. 0 14 Benefits paid to or for members (Part IX, column (A), line 4) 0. m 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 510) ......... 112,345 . 121,349 0 . 0 a16aProfessionalfundraisingfees (Part IX, column (A), line 11 a). b Total fundraising expenses (Part IX, column (D), line 25) 0 • w 17 Other expenses (Part IX, column (), lines 1Is1Id. 11f-24e)..............___..__..... 66,959 8,9 7. 18 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25) 179,304. 1 , 19 Revenue less expenses Subtract line 18 from line 12.................... ..._....._..__.. _.... 15,447. 233,927. og Beginning of Current year End of Year 20 Total assets (Part X. line 18)_....................................__ 31 . 6 8 , 18 . 21 Total liiabilities(PartX,line26) 1. 4,014. m 22 Net assets orfund balances. Subtract line 2l from line 20........._........._.......__.......... 4$0, 70. 684,904. Part II 1 Signature Block Under penalties of perjury, I declare that l have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, his true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge. Sign PF bignature or onlcer uate Here ' WAYNE RENNER, TREASURER Type or print name and title Printrrype preparer' s name Preparer's signature ate Cnak T Paid LEE R. FORD 8/26/20 u"m o a 01321652 Preparer Firpsname III & COMPANY, INC. IFimI 1, 35-2108852 Use Only Firm'saddressil, 11595 N MERIDIAN ST, SUITE 320 CARMEL. IN 46032 Phoneno_(317) 816-1100 932001 01- 20-20 LHA For Paperwork Reduction Act Notice, see the separate instructions. Form 990 (2019) SEE SCHEDULE 0 FOR ORGANIZATION MISSION STATEMENT CONTINUATION t %(1}I 11 Y PC." Li 3:34 PM Museum of Miniature Houses & Other Collections, Inc. 07110/20 Profit & Loss Cash Basis January through December 2019 Jan - Dec 19 Income 6000•Donations 6010 • Individuals 82,390.77 6012 - Corporate 3,190.47 6015 - Memberships 6,306.18 6000 - Donations - Other 0.74 Total 6000 • Donations 91,888.16 6020 - Grants and Honors City of Carmel Arts Grant 5,000.00 Clay Township. Hamilton County 7,500.00 6020.4 • IHS Grant 6020.41 - Lighting Match (Jar Donations) 517.00 Total 6020.4- IHS Grant 517.00 6020.5 - IN Arts Commission 7,267.00 6020.7 - Hamilton County Tourism 1,000.00 6020.9 - Allen W Clowes. SoundlDrapes 14,397.00 6020 - Grants and Honors - Other 5,000.00 Total 6020 - Grants and Honors 40,681.00 6025 • Admissions 22,935.51 6028 • Dividends and Interest Income 8,265.99 6030 • Miscellaneous Income 60.99 6032 • Workshops 1,166.02 6035 - Shop Sales 6036 - Ebay 21,188.14 6035 - Shop Sales - Other 20,349.59 Total 6035 • Shop Sales 41,637.73 6040 • Endowment 440.00 6044 • Attic Sale 6,159.71 6045 • Show Income 6045.5 • Show Other 1,880.32 6045 • Show Income -Other 1,829.75 Total 6045 - Show Income 3,710.07 6050 - Market Value Changes 70,880.90 Total Income 287,716.08 Expense 6999 - Uncategorized Expenses 0.00 7010 - Shop Stock 5,851.49 7020 - Postage 695.38 7040 - Supplies 2,871.64 7044 - Attic sale exp 219.00 7045 - Show Expense 7045.2 - Table Lease 110.00 7045.3 - Facility Fee 220.00 7045.5 - Other 151.28 Total 7045 - Show Expense 481.28 Page 1 3:34 PM Museum of Miniature Houses & Other Collections, Inc. 07110120 Profit & Loss Cash Basis January through December 2019 Jan - Dec 19 7050 Fees, Dues and Subscriptions 5,287.88 7065 Legacy Fund Oper Support Fees 2,304.77 7070 Miscellaneous Expenses 70.27 7075 Sales Tax 1,557.32 7080 Advertising and Promotion 4,722.34 7095 Insurance 1.569.00 7100 Rent 20,144.00 7120 Gas 1,140.46 712l Water 466.77 7122 Electricity 2,664.41 7124 Meals & Entertainment 106.88 7180 Telephone & Computer 6,919.79 7200 Building MaintenancelJanitorial 2,184.73 7560 Payroll Expenses 107,729.46 7600 Payroll Texas 8,215.48 7700 Professional Services 7700.1 - accountant/bookkeeper 6,266.75 7700 - Professional Services -Other 2,735.38 Total 7700 • Professional Services 8,002.13 8000 - Collection Display Exp 1,000.00 8200 • Collection Repairs & Maint. 5,822.77 Total Expense 190,027.25 Net Income 97,688.83 Page 2 O w N fY1 O N 00 00 VI U w wIn l' o E s c w c a E p c C Q X p D v E w u LI m lL w= w Cw a m Y O Wto L N mC_ O 10 w m= C m 0 C O c L O N N E m O C O O. LL 7 w C \ cc OO p w N w N E m ffi LL cm uEw v 8 a m L L LCNNOO N wLL w0 Cm OO C m YC w w L Vi LO V ILO Y w E N o w f 7 w OE vw 0 N 0 LL m X 0 LO L 1 m L7 K N G C d J m 0 C 70 c 7 0 7 C m C m C A C C OI LL LL E w w w C N O u u O Q O_ K LL m uw N Xw L ZO w w L W S E N O W V/ C w U C w O Op M ccV) ca+ C m Ip y w C C 0 H C 06 C w 7cwCNC7mwtoJw w Q y O w N fO OO IO L1 C t0oCtoC U u- OL LL NG O_ COO U E aw,+ Q Iwif w Y Uw N NrCL8gamOwLLwwwwVV w LL V V) In m> U w c W F O c 06 o c c c c c c c p W N O O O O a+ E OL E E E E E E O L O L E O 2 2 2 2 2 2 2 22 wcc 1-1 N IHNNNN NNNN N N N NN N NNNNU~ ZE 00 OOb 0O0 r^ OOb 00 w O O NO O O O e6 O O O c6 O F- N N N N N N N N N N LLO OQ cw m V) C w O_ O U N OU OU O U O U O V O V W V N 4Dvdv d K O. p p p p p p p YY L C L L L w w w w Q w i p w m O w N 0 C m N L cC Z r c c 0G i N a+ L m pE m LL N Y p IL ccN G a -I N m d' fA to I, 00 Ol 00 r-I cN-I Exhibit G Part 1 Year End Report Museum of Miniature Houses Since August 28, we are open only three days a week, including Fridays. Carmel Arts grant funds helped us with operations. We continued to provide docents, have just added a brand new updated audio tour that is offered free of charge to visitors (and that is cleaned thoroughly before and after each use), mounted new exhibits according to our schedule, maintained the collection, re -photographed thousands of items in the collection for both inventory and marketing purposes, and posted Our Virtual Gallery on our web site and Facebook page frequently in order to share our collection with a wide audience and with those who cannot visit physically. Carmel Arts grant funds also went towards stipends for our artists making demonstrations/ presentations at the museum as part of the Celebrations of Creativity and Craftsmanship programs twice a month and for stipends to teachers of workshops. We offered these in - person programs until we closed in the middle of March. A workshop in January was designed for all skill levels and taught participants how to dress a miniature bed. Artists who appeared at the museum in the Celebrations series show the breadth and variety of the museum's cultural programming: Crossing Bridges, a unique acoustic group that includes dulcimers; Carmel resident MaryAnne Mathews performing a dramatic presentation about the 19' Amendment giving women the right to vote, and Gary Schmitt presenting his felted wool art. In the summer, we reopened the museum to visitors (albeit on a limited basis). We continued to receive and process accessions and maintain our collection. Most importantly, we finished the Photo Project where items from the collection are (re)photographed in high resolution digital images for use online in Our Virtual Gallery, which is posted on our website, on our Facebook page, on Pinterest, on Instagram, on our Google Business page and on TripAdvisor. We have more than 5,000 images ready to be used for any purpose. We mounted the following exhibits: Dragons on Paper; Y<" to 1' scale objects made by the Pendleton Club; souvenir dolls from around the world collected from 1940-1980; decoys both full-sized and miniature; baby doll clothes; the Smallest of the Small that focused on items smaller than the usual one -inch - to -one -foot scale; and the work of International Guild of Miniature Artisans juried member, Nancy Summers. We remain relevant to our most important community: our visitors. Although we cannot offer the dollhouse for young visitors to play with, due to hygiene reasons, and we've had to remove the magnifying glasses for the same reason, we still operate the museum normally and mount temporary exhibits frequently so that our visitors will have new and different things to see. Both in person and online, we display the magic of miniatures as an art form and bring joy to thousands of visitors/viewers who marvel at the artistry and meticulous handling of all things small. Exhibit G Part 1 Year End Report Museum of Miniature Houses Our second most important community, which is much larger in numberthan our visitors (for example, our website has 5,000 visits per month while our visitor count is 5,000 per year), is being continuously nourished with exhibits and items from our collection posted online. For the period that the museum was closed to the public, we posted a Virtual Gallery on a daily basis. After we reopened partially at the end of June, we have created postings at least twice a week on our Facebook page as well as on our web site. Selected photographs were also posted on TripAdvisor, our Google listing, Instagram and Pinterest. The total of Virtual Gallery posts since March is approximately 120. Following are some statistics that shows the robustness of our social media campaign. We have 487 photos on Google in August, which received 73,432 views that month. As of October 13, 2020, 267,893 people have visited our website. We gained 17,000 unique site visits in a three-month period. For the period of September 10 through October 7 alone, our Facebook posts had 290 engagements (likes and/or comments) and 1,879 followers. On Instagram, we have 883 posts and 1,265 followers. On Pinterest, we have 18,000 average monthly viewers and 355 followers. On Google, in the past month 33,232 people searched for the museum, 2/3 of whom were searching directly for us usually under a search thread something like "things to do near me." In the past month, we have had 58,300 views on Google. Our photos receive 266% more views than similar businesses in the area, most of whom do not post their own photos but rely on visitors to do that job. Our estimate for social media impressions over a twelve-month period is 36,000. Our audience is becoming increasingly diverse, both among in -person and online visitors. In person, our visitors clearly include children (who are not present in our online data). However, our admission fee structure allows for children's tickets only up to the age of nine. In 2019, a year for which we have complete visitor data, we have 20% of paid admissions classified as children, 70% classified as adults, and 10% classified as seniors (aged 65 and older) or military. One-third of our audience on Pinterest is composed of people aged 18-24, an important audience sector for the museum. On Facebook, age groups are satisfyingly similar in four major categories: 18%for 34-45 year -olds, 21%for people aged 45-54, 21%for people aged 55-64 and 16516 for people over the age of 65. Exhibit G. Part 2 Year -End Report Museum of Miniature Houses Exhibit "G" Year -End Report from 2020 Name of organization: Museum of Miniature Houses & Other Collections, Inc. YEAR-END REPORT ON THE USE OF THE GRANT FUNDS ($5,000) Operations Rent $ 500 Telephone and computer $1,500 Collection Mana egment Collection maintenance and repair $ 200 Collection manager salary support $1,000 Collection display expenses $ 800 Advertising and Promotion $1,000 BY: 4'L" .. z2 Printed Name of Officer: Elaine Mancini Title: Executive Directior Date: November 6, 2020 RESOLUTION NO. BPW 02-03-21-29 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrantYouthInspirations Theatre.docx1/27/20211:12PM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the -City") and Youth Inspirations Theatre (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: That on behalf of Grantee, a not -for -profit corporation, 1, Jennifer Witherbee . 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." Z. Grant Agreement. The City, after review and recommendation by the Mayor. agrees to grant S 8,100.00 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. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Cannel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 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: I. 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, unaudited Balance Sheet and Income Statement, 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 8 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. Said review or audit, if requested, shall be performed by a Certified Public Accountant ('-CPA") who 2 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. 7. Quarterly financial statements. Grantee agrees to provide the City of Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. 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. 9. 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. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City 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. 11. 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 and Federal law. 12. 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. 13. 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. 3 14. 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 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. 15. Severability. If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of la%v, 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. 16. 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: xoulb tinpiratin SThamtle ("Grantee") By: (Signature) Printed game o Officer: _Jennifer Mtbetbee Title: Date: 11r -?()go CITY OF CARMEL ("Grantor") By: ®_40" ZAVSw . James Brainard, Mayor Date: 1/27/2021 ATTEST: Date: 1/27/2021 It'you have any question concerning We City of Carmel"s 2021 arts Grant Proeram. _rant writing, guidelines or application materials, contact: Sharon Kibbe, City of Carmel. One Civic Square. Carmel. IN 46032. Phone: 317-571--2483, sAilt _, rir Anpy11 . 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Youth Inspirations Theatre Address: 9625 F 1 Oct Suite 105 Noblesville, IN 46060 Telephone: 317-432-5042 Fax: Contact Person: Jennifer Witherbee Email: info@yitindy.org APPLICATION AMOUNT: $ 19,100 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Youth Inspirations Theatre recently incorporated as a 501c3 in spring 2020. Unfortunately, COVID-19 has waylayed much of our summer. We are excited we are back on track and hosting two scheduled events in Carmel at the CAT Theater. The first event in our production of Game of Tiaras 11119-11/21. We wiil do Alice in Wonderland Jr, 12/11-12/13. Our other event is a Cabaret Sing -A -Long fundraising event that will take place 12/17 and 12/18 and we will be advertising in the Carmel Current. Although YIT main studio is in Noblesville, we are just across the Carmel line and utilize our location to offer our Gasses and services to Carmel youth. We would appreciate the City of Carmel granting $19.100 to YIT to help offset production costs of the upcoming youth theatrical play and fundraising event. The grant funds will be used as follows: Production Costs: Use of facility 8,100 for three weeknds of at Cat Cabaret event 1,500 for two days Advertising aprroximately $1,000 Directors compensation 4,500 Cost of rights to show 2,000 Show Budget (props, costumes) 1,000 Programs and Marketing approximately $1,000 Please see attached pages with information about Youth Inspirations Theatre along with a cast list for Game of Tiaras and description of the play. Additional pages may be added to Exhibit "A") M Printed Name orOfficer: Jennifer Witherbee Title: Fundraising Chair Date: 11/5/2020 YIT«* Mul"M IN(PIUMN8 THEATRE Event Detail Youth Inspirations Theatre Pknrlqs A COMEDY 6Y DON ZOLIDIS AND THEY ALL-tTWM%H^PPHzV EVER AFTER. Used TraBi-a" Oren to sladents between lie ages of" and IS For were Information or to register visit yitindv org 00= Game of Tiaras Thursday, November 19, 2020, 7:00 PM Friday, November 20, 2020, 07:00 PM 07:00 PM, Saturday, November 21, 2020, 02:00 PM - 02:00 PM, Saturday, November 21, 2020, 07:00 PM - 07:00 PM less 9 The Cat Theatre, Cat Theatre CONTINUE DESCRIPTION When the aging king of a Magical Kingdom England) decides to split his empire between his three daughters, Cinderella, Belle, and the Snow Queen (who in no way resembles a copyrighted character), terrible tragedy ensues. Terrible, hilarious tragedy. Combining the gut -wrenching plot twists of Game of Thrones, and the soul -numbing despair of Shakespearean tragedy, this adaptation of King Lear will leave you dying with laughter as the body count mounts. When you play the Game of Tiaras, you win or you die. INERY GAME Narrauw J...,I) Narrater 3....... Blood Packet Gal............ Snow White .................... Belle................................ Cinderella ....................... Ellie (Snow Queen).,. ,A King............................ Prince Charming'......,:. Ilp AWW.................. sood T 1.0060..0. 80 l3......... r Youth Inspirations Theatre Operating Statement Budget 2021 2021 Income Budget Advertising 9,000.00 Fundraisers 9,300.00 Grants 50,000.00 Individual, Corporate Contribut 5,500.00 Student Instruction Revenue 113,000.00 Total Income 177,800.00 Expense Auto Gas 600.00 Bank and Service Fees 240.00 Business Insurance 280.00 Computer Applications - Monthly 6,200.00 Concession Expense 2,500.00 Dues and Subscriptions 330.00 Furniture and Fixtures Janitorial 300.00 Marketing 5,000.00 Meals and Entertainment 2,500.00 Office Supplies 1,500.00 Printing and Copy 700.00 Production Costs Production Equipment & Supplies 25,000.00 Production Permits and Licensing 5,500.00 Venue Rent Expense 5,100.00 Videography 1,500.00 Total Production Costs 37,100.00 Professional Fees Accounting Services 3,300.00 Legal Services 120.00 Total Professional Fees 3,420.00 Rent Expense 46,475.00 Utilities 5,700.00 Student Instructors 56,400.00 Gifts & Rewards 200.00 Studio Equipment & Supplies 2,200.00 Studio Maintenance and Repairs 5,000.00 Telephone 2,400.00 Total Expense 179,045.00 Net Income (Loss) 1,245.00) Page 1 of 1 State of Indiana Office of the Secretary of State Certificate of Incorporation of YOUTH INSPIRATIONS THEATRE INC. I, CONNIE LAWSON, Secretary of State, hereby certify that Articles of Incorporation of the above Domestic Nonprofit Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Code. NOW, THEREFORE, with this document I certify that said transaction will become effective Friday, May 01, 2020. In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, May 04, 2020. CONNIE LAWSON SECRETARY OF STATE 202005011389453 / 8590194 To ensure the certificate's validity, go to https.//bsd.sos.in.gov/Publ!cBusinessSearch Formed pursuant to the provisions of the Indiana Code. BUSINESS ID BUSINESS TYPE BUSINESS NAME PRINCIPAL OFFICE ADDRESS APPROVED AND FILED CONNIE LAWSON INDIANA SECRETARY OF STATE 05/04/2020 08:22 AM 202005011389453 Domestic Nonprofit Corporation YOUTH INSPIRATIONS THEATRE INC. 308 Ironwood Dr, Carmel, IN, 46033, USA ARTI FFICE AND ADDRES' REGISTERED AGENT TYPE Individual NAME Julie Nottingham ADDRESS 308 ironwood dr, Carmel, IN, 46033. 1927, USA SERVICE OF PROCESS EMAIL julienottinghatrig4@gmail.com I acknowledge that the Service of Process email provided above is the email address at which electronic service of process may be accepted. r-- PERIOD OF DURATION Perpetual EFFECTIVE DATE 05/01/2020 EFFECTIVE TIME 03:07PM TITLE President NAME Julie Nottingham ADDRESS 308 ironwood dr, Carmel, IN, 46033 - 1927, USA NAME Julie Nottingham ADDRESS 308 ironwood dr, Carmel, IN, 46033 - 1927, USA Page 1 of 3 - APPROVED AND FILED CONNIE LAWSON INDIANA SECRETARY OF STATE 05/04/2020 08:22 AM STATEMENT OF PURPOSE Education of youth in performing arts. TYPE OF CORPORATION Mutual benefit corporation (all others) WILL THE CORPORATION HAVE MEMBERS? No DISTRIBUTION OF ASSETS Once the decision has been made to dissolve, the nonprofit must stop transacting business, except to wind down its activities. Any remaining assets must be used to pay debts and liabilities. If assets remain after paying debts, the nonprofit (if it is a 5016) must distribute them to another 5016 organization. THE SIGNATOR(S) REPRESENTS THAT THE REGISTERED AGENT NAMED IN THE APPLICATION HAS CONSENTED TO THE APPOINTMENT OF REGISTERED AGENT. THE UNDERSIGNED, DESIRING TO FORM A CORPORATION PURSUANT TO THE PROVISIONS OF THE INDIANA NONPROFIT CORPORATION ACT, EXECUTE THESE ARTICLES OF INCORPORATION. IN WITNESS WHEREOF, THE UNDERSIGNED HEREBY VERIFIES, SUBJECT TO THE PENALTIES OF PERJURY, THAT THE STATEMENTS CONTAINED HEREIN ARE TRUE, THIS DAY May 1, 2020. SIGNATURE Julie K Nottingham TITLE Incorporator Business ID: 202005011389453 Filing No : 8590194 Page 2 of 3 - APPROVED AND FILED CONNIE LAWSON INDIANA SECRETARY OF STATE 05/04/2020 08:22 AM CONSENT FOR USE OF ENTITY NAME t' State Form 56010 (R21&1g) Indiana Code 2M.5-3-1 NO FILING FEE i Mama of lne enlxy yrantin9 ueedita Men/name iuu}h fnSIra* on5 LLC. 2 Date of formal" IX 29""" n (mMM. day. yea)) oy/ 1511020 7NamefmeIndNWvaitowhomIns entity a granting wnWn) flint name last name) Ju, i r`lottlnhan) --- 4 Pleau 4elBCr one of the Iollawoll Check here if the entity Is consenting to the use of its complete name. including Its corporate ending Example If ABC. Inc grants consent for another entity to use ABC. Inc Check here d the entityis consenting to the use of as name. excluding ds g gcorporate.thc entity, Example ItABC, Inc grants consent for another entity to use ABC However. the corporate ending must not be "Inc Incorporatedetc j I hereby verify, subject to penalties of perjury, that I have authority to grant the use of the entity name and that the statements contained harem are mie, this day of ! Q ,20 LA/ Signature / / I Y Pmtred name I Tille Idle—K i ounzr Page 3 of 3 - INTERNAL REVENUE SERVICE P. 0. BOX 2508 CINCINNATI, OH 45201 Date: Y ,A jasMA YOUTH INSPIRATIONS THEATRE INC 308 IRONWOOD DR CARMEL, IN 46033-0000 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 85-0990199 DLN: 26053534002340 Contact Person: CUSTOMER SERVICE ID# 31954 Contact Telephone Number: 877) 829-5500 Accounting Period Ending: June 30 Public Charity Status: 509(a)(2) Form 990/990-EZ/990-N Required: Yes Effective Date of Exemption: May 1, 2020 Contribution Deductibility: Yes Addendum Applies: No We're pleased to tell you we determined you're exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c)(3). Donors can deduct contributions they make to you under IRC Section 170. You're also qualified to receive tax deductible bequests, devises, transfers or gifts under Section 2055, 2106, or 2522. This letter could help resolve questions on your exempt status. Please keep it for your records. Organizations exempt under IRC Section 501(c)(3) are further classified as either public charities or private foundations. We determined you're a public charity under the IRC Section listed at the top of this letter. If we indicated at the top of this letter that you're required to file Form 990/490--EZ/-990-N, our records show you're required to file an annual - information return (Form 990 or Form 990-EZ) or electronic notice (Form 990-N, the e-Postcard). If you don't file a required return or notice for three consecutive years, your exempt status will be automatically revoked. If we indicated at the top of this letter that an addendum applies, the enclosed addendum is an integral part of this letter. For important information about your responsibilities as a tax-exempt organization, go to www.irs.gov/charities. Enter "4221-PC" in the search bar to view Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities, which describes your recordkeeping, reporting, and disclosure requirements. Letter 947 2. YOUTH INSPIRATIONS THEATRE INC Sincerely, Director, Exempt Organizations Rulings and Agreements Letter 947 STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) L Jennifer Witherbee of Youth Inspirations Theatre AFFIDAVIT an authorized representative being first duly sworn upon my oath, state that pursuant to paragraph 2 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 calendar year ending 2019 totale $ 40.105.54 Sign re Printed Name Jennifer Witherbee Subscribed and sworn to before me, the undersigned Notary Public, this II day of 4 tl e" /ig c -- 2020. Signature - Notary Public Printed Name 6,41 klr9R-o/ 'j SEAL] Resident of Job 4z County, Indiana Gale Harpring My Commission Expires: Notary Public - Seal State of Indiana Johnson County My Commission Expires 4/7/2023 Commission No. 666387 6:31 PM Youth Inspirations Theatre 01/23/21 Cash Basis Balance Sheet As of December 31, 2020 ASSETS Current Assets Checking/Savings Checking xxx1656 Savings Account xxx6737 Total Checking/Savings Total Current Assets Other Assets Deposts Total Other Assets TOTAL ASSETS LIABILITIES & EQUITY Liabilities Current Liabilities Other Current Liabilities Loans - PPP Total Other Current Liabilities Total Current Liabilities Total Liabilities Equity Opening Balance Equity Net Income Total Equity TOTAL LIABILITIES & EQUITY 2,499.90 2,149.06 4.648.96 9,295.00 9,295.00 13,943.96 21,700.00 21, 700.00 21,700.00 21, 700.00 400.81 8,156.85) 7,756.04) 13,943.96 Page 1 of 1 6:25 PM Youth Inspirations Theatre 01/23/21 Cash Basis Operating Statement Year -To -Date as of December 31, 2020 Income Fundraisers 4,645.86 Individual, Corporate Contribut 5,561.53 Student Instruction Revenue 53,332.55 Total Income 63,539.94 Expense Auto Gas 46.89 Parking & Tolls 1.50 Total Auto 48.39 Bank and Service Fees 121.09 Business Insurance 277.00 Computer Applications - Monthly 3,088.51 Concession Expense 1,249.43 Dues and Subscriptions 164.97 Furniture and Fixtures 1,844.72 Janitorial 151.20 Marketing 5,206.61 Meals and Entertainment 1,949.59 Office Supplies 1,975.53 Printing and Copy 331.38 Production Costs Production Equipment & Supplies 12,487.93 Production Permits and Licensin 2,759.50 Rent Expense 2,545.16 Videography 750.00 Total Production Costs 18,542.59 Professional Fees Accounting Services 250.00 Legal Services 39.99 Total Professional Fees 289.99 Startup Expenses 2,148.55 Student Instructors 28,214.00 Student Rewards 105.95 Studio Equipment & Supplies 1,118.94 Studio Maintenance and Repairs 3,669.42 Telephone 1,199.06 Total Expense 71,696.92 Net Ordinary Income 8,156:98) Other Income/Expense Other Income Interest Income 0.13 Total Other Income 0.13 Net Other Income 0.13 Net Income (Loss) (8,156.85) Page 1 of 1 Executive Director Julie Nottingham Assistont Executive Director Heather Rider Executive Administrator Lisa Williams fundraising Jennifer Witherbee Youth Inspirations Theatre yavtN 1NSVYPP,.pNS iNGrpF Board of Directors 2020-21 Season Julie Nottingham, Carmel Lisa Williams, Westfield Tony Mascari, Lawrence David Brock, Lawrence Keith Smith, Westfield Lisa Smith, Westfield Joanne Seaman, Fort Wayne 9625 E. 150' Street Suite 105 Noblesville, IN 46060 Phone: 3:17-503-3480 Website: yitindy.org RESOLUTION NO. BPW 02-03-21-30 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT 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’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 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 and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge ArtsGrantQueenSpirit, Inc..docx1/28/202112:16PM CzKpoPcfsmboefsbu21;14bn-Kbo38-3132 CzKpoPcfsmboefsbu4;66qn-Kbo37-3132 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT, made and entered into to be effective this 1st day of January, 2021, byThe City of Carmel, Hamilton County, Indiana (the “City”) in favor of Paul Reis, Esq. (the “Professional”) and Krieg DeVault LLP (the “Law Firm”), anIndiana limited liability Partnership (collectively, the “Indemnified Parties”). RECITALS A.The City is entering into an agreement with the Professional as an independent contractor and not in his capacity as Senior Counsel at the law firm of Krieg DeVault LLP (“Law Firm”) to provide the services described in Paragraph B below. B.The Professional has agreed to be compensated directly by the City for providing the following services: (a) preparing for and attending the regular monthly meetings of the Plan Commission, several committees of the Plan Commission, and the Board of Zoning Appeals, plus not more than two (2) other public meetings or hearings per month involving the Commission, the Board, the Common Council, and/or other City officials in respect to planning and zoning business, which shall include related interaction with key officials for up to one (1) hour before or after each meeting; (b) attending one (1) staff meeting or workshop each month involving the staff of the Department of Community Services (DOCS) upon the request of the DOCS Director; and (c) other matters, including but not limited to, research on legal issues as requested by the DOCS Director or the Corporation Counsel, conducting training seminars for members of the Plan Commission orBoard of Zoning Appeals, drafting ofordinances, regulations or procedural rules, review of development commitments by landowners and litigation involving the Commission, the Board or DOCS (the “Work”). C.The City acknowledges that the Work provided by the Professional as an independent contractor will not be directed, controlled or supervised bythe Law Firm. D.The Law Firm consents to the City engaging the professional directly and not as Senior Counsel for the Law Firm in consideration for which the City agrees to indemnify and hold harmless the Law Firm for any claims that arise from or relate tothe Work performed bythe Professional. E.The City acknowledges that the Work by the Professional is solely for the benefit ofthe City and isnot intended to be relied upon by any third party, and therefore, the City agrees to indemnify and hold harmless the Professional for any claims that arise from or relate to the Work performed by the Professional. For and in consideration of the covenants and agreements provided by the respective parties hereto to be kept and performed, and other good and valuable consideration, the parties agree as follows: 1 AGREEMENT 1.The City will indemnify and hold harmless the Professional and the Law Firm and its partners, officers, directors, employees, agents, and representatives, from and against any and all liability, liens, claims, demands, damages, expenses, attorney fees, costs, fines, penalties, suits, proceedings, actions and causes of action of any and every kind and nature arising or growing out of or in any way connected with the Professional’s performance ofthe Work or Professional’s use, occupancy, or attendance ata City Building toperform the Work. 2.The City shall bear, pay and discharge when, and as the same become due and payable, any and allsuch judgments or claims for damages, penalties or otherwise against the Professional and/or the Law Firm arising or growing out of or in any way connected with the Professional’s performance of the Work or Professional’s use, occupancy, or attendance at a City Building to perform the Work. The City shall hold the Professional and/or the Law Firm harmless for those judgments or claims, and shall assume the burden and expense of defending all suits, administrative proceedings and negotiations of any description with any and all persons, political subdivisions or government agencies arising or growing out of or in any way connected with the Professional’s performance of the Work or Professional’s use, occupancy, orattendance at aCity Building to perform the Work. 3.The Professional and/or the Law Firm will promptly notify the City of any claim subject to indemnification under this Agreement; provided, however, that failure to provide such notice will not relieve the City ofits obligations hereunderexcept where, and solely to the extent that, such failure actually and materially prejudices the rights of the City to defend aclaim subject to indemnification. If the defense of any claim is tendered to the City, the Professional and/or the Law Firm will have the right and option to participate in the defense of such claim with counsel selected by the City and reasonably satisfactory to the Indemnified Parties. The City will have the right to settle any claim; provided, however, that except with prior written consent of the Professional and the Law Firm, the City will not enter into any settlement or consent to entry of any judgment that (i) does not include a full and unconditional release of all Indemnified Parties, (ii) includes an admission of fault, culpability orfailure to act by or on behalf of any Indemnified Parties, or (iii) includes injunctive or other nonmonetary relief affecting any Indemnified Parties. 4.Notwithstanding anything herein tothe contrary, the obligations, representations, warranties, and indemnifications of the City made herein will survive the termination of the Professional Services Agreement. 5.This Agreement may not be modified or changed except by an instrument in writing duly executed by the parties hereto. 6.This Agreement may be executed in any number of counterparts, each of which when executed and delivered will constitute an original, but allsuch counterparts will constitute one and the same instrument. 7.This Agreement is governed by and construed in accordance with the laws of the State of Indiana without regard to conflicts of law principals of such state. 2 CzKpoPcfsmboefsbu2;63qn-Kbo33-3132 B#Effe'Efejdbujpo2pg4 B#Effe'Efejdbujpo3pg4 B#Effe'Efejdbujpo4pg4