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HomeMy WebLinkAboutResolution_BPW_02-03-21-05; Arts Grant; ($84,000.00); The Cat, Ltd.RESOLUTION NO. BPW02-03-21-05 RESOLUTION OFTHECITYOFCARMELBOARDOFPUBLICWORKSANDSAFETY ACKNOWLEDGING ARTSGRANTPROGRAMAGREEMENT WHEREAS, pursuant toIndianaCode36-1-4-7, theCityofCarmel, Indiana (“City”), isauthorized toenter intocontracts; and WHEREAS, pursuant toIndianaCode36-4-5-3, theCity’smayormayenterintocontractsonbehalfofthe City; and WHEREAS, pursuant tohisauthority under Indiana law, theCity’smayor, theHonorable JamesC. Brainard, hascausedtobesignedtheArtsGrantattachedheretoasExhibitA the (“Contract”); and WHEREAS, MayorBrainard nowwishestopresentthecontracttotheCity’sBoardofPublicWorksand Safety forittobepubliclyacknowledged, filedintheClerk’sOffice, andmadeavailabletothepublicforreview. NOW, THEREFORE, BEITRESOLVED bytheCityofCarmelBoardofPublicWorksandSafetyas follows: 1. TheforegoingRecitalsareincorporated hereinbythisreference. 2. ThereceiptoftheContractisherebyacknowledged. 3. TheContractshallbepromptlyfiledintheofficeoftheClerkandthereaftermadeavailabletothepublic forreview. SORESOLVED this dayof , 2021. CITYOFCARMEL, INDIANA ByandthroughitsBoardofPublicWorksandSafety BY: James Brainard, Presiding Officer Date: MaryAnnBurke, Member Date: LoriS. Watson, Member Date: ATTEST: SueWolfgang, Clerk Date: S:EBass\\\ MyDocuments\\ BPW-\Resolutions\2021\\AcknowledgeArtsGrantCarmelApprentice \ Theater, LLC (TheCAT).docx1/27/202110:02AM DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 2/3/2021 2/3/2021 2/3/2021 2/3/2021 2/3/2021 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 71Z , 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. DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 ofthe 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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) Printed Name of Officer: l^W04 Title: W 4 CA r r 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 theCityofCamel's2021ArtsGrantProgram, grant writing, guidelines orapplicationmaterials, contact. Sharon Kibbe, City of Carmel, One Civic Square, Carmel, IN 46032. Phone: 317-571- 2483. skibhQ@G ci in eov. N DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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. DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 Theatre. was cast as a lead in Anything Goes at an awe- inspiring production company called After Work 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. Theatre. These facts are only important to give context for the rest of the story. Jim was Mr. 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 instructions! holler! Occasionally I would see him holding up his camera, clearly in violation of the pre -show 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 piling out of a little car. 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. DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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. DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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. DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F The Cat' s Fact Sheet Website: Email: Facebook: personal cell: zS F Bub' s Burgers 8 R Ice Cream W 2nd St SW www.thecattheatre. com WillWood@thecattheatre. com https:// www. facebook. com/ thecattheatre/ 317- 750-2484 2nd S NE p m n m a np f isi St NW 1st St NE Museum of Miniatures a aa w 1st 51 SE E v m cN 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. DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 successful Carmel Arts first scene. season!We " are very thankful to The Cat and the support Dustin they Klein have given us to produce a very 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 rOy o 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 o 0 0 0 o m o m ow di m o o 0 0 0 0 o 0 0 0 o p n o ei b o o of W v mom o o M o m 9 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 O O O O O O O b N O O @ N O W O O O p O O O N O O O O O y ' th di ^ n Iti W 0 N N (V Oi tG 17 M Pl N M OO b O m p W b P O O m Q h m W O m O m^ 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 O sae q O O W o n O O qo O IP r ggW m M o N M 7 O e O e @ O O A % y O O O O O m O O^ N O @ m r O W W O O Q O Q 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 010Md oia % i quo of NMn ^^ yy n uio viorrio ems' n a en° a 2° O e b e r e M dY 7 a q d O O A e 3 e e o on° 3Y o a on° d° ° X d° off` off' d° le e e A°e E m m o oM 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 Co mrn wr % ! O y N N d 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 m9 p,v h' N_y- FC3 c w o cTi Hy° a qqq u rnoo rna` w, L° y. c o ' Qi n C O C= g d q Y U a O C C % d C H ry A g L E O c) O q O d U% E y C d q u—UmKN( O 6 7 - F mw, owNF- F W agim° DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F Od) rtl as s e N o 0 0 0 o 0 0 Y P N i N n6 Nb R H f j yW j 9 X c N C F a O b 6 C O W o a b sa b 9 W X a e f I- f 5' y v n 2 Ory 2 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 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) 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 or hereafter amended, and by the common law. Section 2. 4. Limitation Upon Dissolution. Upon the dissolution of the Corporation, the Board ofDirectors 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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, Indiana46032 Deborah B. Wood 254 1 st Avenue, Suite A, Carmel, Indiana 46032 Miranda Arnie 254 1 st Avenue, SuiteA, Cannel, Indiana 46032 Christopher S. Roberge 254 1st Avenue, SuiteA, Carmel, Indiana 46032 Christopher Carmen 254 1st Avenue, SuiteA, 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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,uboy I b/ spc riibe1d, and sworn to before me, the undersigned Notary Public, this 1 day of py f K— 2020. MEE tart' Public Seal li PASeal Hamilton Notary Public County — — Stale of Indiana Commission Number 705751 ignatur ublic My Commission Es0iros Sep 26. 2U25 Printed Name IU lml iim VC W& SEAL] Residentof dam iZK'k County, Indiana My Commission Expires: DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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. DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F A copy of the return is enclosed for your files. We suggest that you retain this copy indefinitely. Very truly yours, Katz, Sapper & Miller DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 AuthorizationofOfficerUnder penalties of perjury, Ideclare thatIamanofficeroftheaboveorganizationandthatIhave examinedacopyoftheorganization's2019electronic return and accompanying schedules and statements and to the best of my knowledge and belief, they are true, correct, and complete. Ifurther declare that the amount In Part I above is the amount shown on the copy of the organization'selectronicreturn. I consent to allow my intermediate service provider, transmitter, or electronic return originator (ERO) to send the organization'sreturntotheIRSandtoreceivefromtheIRSa) an acknowledgementofreceiptorreasonforrejectionofthetransmission, (b) the reason for any delay in processing the return or refund, and (c) the date of any refund. If applicable, IauthorizetheU.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 paymentoftheorganization'sfederaltaxesowedonthisreturn, and the financial institution todebittheentrytothisaccount. To revokeapayment, ImustcontacttheU.S. Treasury Financial Agentat1. 888- 353.4537 no later than2businessdayspriortothepayment ( 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'selectronicreturn and, if applicable, the organization' sconsenttoelectronicfundswithdrawal. Officer' sPIN: 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'staxyear2019electronicallyfiledreturn. If I have indicated within this return that a copy of the return is being filed with a state agency(ies) regulating charities aspartoftheIRSFed/State program, IalsoauthorizetheaforementionedEROtoenter my PIN on the return'sdisclosure consent screen. As an officer of the organization, IwillentermyPINasmysignatureontheorganization'staxyear2019electronicallyfiledreturn. If I have indicated within this return thatacopyofthereturnisbeingfiledwithastateagency(ies) regulating charitiesaspartoftheIRSFed/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 zerosI 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 requirementsof 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 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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. DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F 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 DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F