HomeMy WebLinkAboutResolution_BPW_02-03-21-14; Arts Grant; ($160,000.00); The Great American Songbook FoundationRESOLUTION NO. BPW02-03-21-14
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\\AcknowledgeArtsGrantGreatAmerican \ Songbook Foundation.docx1/27/202110:18AM
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 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.
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
2
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 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
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 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 ofCamel' 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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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.
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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: nofinancial support from the City of
Carmel Arts Grant program has been or will be usedfor expenses related to the Asherwood
Estate. The entirety ofsupportfrom 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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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, TheAndrews 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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
Inc.
FY2021 Budget
Fiscal Year Ending June 30, 2021
ml Ou ea a.0 .% MI ul
M'NeMwn .- an
NmINMWn OnMepwn Fnnv Nlrltlp VwalsuMmY GaV l,rynms Ntl9g 10,
R en Conn WIns msjm msgp sI'. 33_M
s5on6onxlP. mmo ssm0 lgmo Ada
G nXd 156.N1 alm SAIO
GPNInmNt lupy In. 139AV b] Sm 09. sm I"913% .
Mhq W. ph9ntlon F: 6 O.EO
GMGlh In qnE sayVO 35, UA Itmnl Il.6ml 34%
ldM Rw%nu0 5 LpY 5 ; uapop $ IW4V0 5 5 5 S ; 3MLW On 5 1. 931A50 2M. S s.] N U. 0%
FY 151A I,TN 9M, fim Np,0. V n.6b 4m3 7. 50
aa n] pp 13.
31g, RY1 56] 30 01b15 1. 1 aLU] 1 31m5 0.J%
BFMIIa 10y3 59. 3m I". 11A 1 b.lA
14ndo 0.d
TCW Mad. B Wm0ft S 1m, I. 5 A6. m3 $ 12. 5
al $ 1m.. 5 1. 116 115AY 5 0L305 0.b
Lmirxa % Mm
Rdamat l F-- fixer t3yA Sa} n 50. m3® 1vAm I. I1 Ind n.
Nnp Tax Mlnand Fxs faAV tapes ITC Wflnp
l Cm s 1]. I Ilon6 4 ] Faes
Ltt0 Z. a% a L® saPaM. n.
rm Am 16. I u. mlm Trial
rvio5 CcnhM % Np.
5 27% 5 Z.$ 5 m 5 sm S ua9m 5 I]0] m 5 I62m1 a' 1% FYN. V 31. IW
3]IXO , an. m. Xp Kam y® Ia;XO W SLm] Oro Z=
ap 2rol 5. 6% W I' Sm - M add
1.
alm 3m
4000 W1.
6m 1a. 3% Lhn 11m sAx o. P.
f 6. Sm 0.5m
y;m IOyn sM5 5 $ SSm 5 Sm
5 ]O 5 41h 5 film 5 63. LXA $ 3] jM FYNM X. X I;
Sw 39,1m 6m lmh S6.. Ma6arys L5 ,. W1d, Ga]
orP. Matirq 1.
01 ISm LJ nnA 65m a. 5x R Wadwa Ra- o
rim Sm LSW LkmlFadre Eveds mqA L'
6 Sbp' IM4Boam9= I m
al. no IMe" 4Evsd 6.
Sm
iw aFW u,' 61 n. ax Canmuray Even Emdwee0wrmaem 6m a.
1]ssl
R- IDoaauws andISmI m. v.
6 Sandal Ev. Rmdk 350 TCW
Mrdins& W IndnlN 5
E&O 5 W. 5 aI.. S I. 5 Ya 5 am 5 auaG 5 ss150 5 MI.) 1aM In. 4. la% tl In.
L8V m. OJ m ss} 60 TawllL anma CanSem ,. Ining Sm
33m 50m
and m I; lml TImtl E nse L. 1nnn
12. 2. 1. Icyh 6L6U I"ml ]
1 Mumps 6m I.. and
N Emgme TrarM sm s.
on 4annd MMI TIXel Tngal nbnrco s S.
WJ s I". s 12. 1. 5 IAso 5 1., 5 and 5 5 ] m 5 lu} GI avM FY 2' Yf0 Z. Al.
LKa K, aro lox n.. m
FS hales and!
State of Indiana
Office of the Secretary of State
CERTIFICATE OF RESTATEMENT
roll
THE FEINSTEIN FOUNDATION FOR THE EDUCATION AND
PRESERVATION OFTHEGREATAMERICANSONGBOOK, 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 fthe
State of Indiana, at the City of Indianapolis,
November 13, 2014,
CONNIE LAWSON,
SECRETARY OF STATE
2007060100308 / 2014111480301
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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)
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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)
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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 I'em 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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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
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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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)
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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,
Doha dr 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 return CARMEL, IN 46032
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.
EA 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 P voting 9 members of the governing 9 9 body Y( ).Part ... ......VI, ... line 1 b 4 21
is 5 Total number of individuals employed in calendar year 2018 ( Part V, line 2a)................................................ 5 0
6 Total number of volunteers ( estimate if necessary) ...................... 6 28
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, line 38 ........ ......... ...... ......... 7b 0.
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 .
10 Investment Income ( Part VIII, column ( A), lines 3, 4, and 7d) ,,,, 1..
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) ....................... 5 , 1 11 , 3 2 8 .
12 Total revenue - add lines 8 throw h 11 must equal Part VIII, column ( A), line 12 . 3 2 , 71 1, 6 2 7 —,6 6 3 .
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...
c 16a Professional fundraising fees (Part IX, column (A), line 11 e)......................................... 0. 0.
b Total fundralsing expenses ( Part IX, column ( D), line 25) 2 69 7 0 4 .
W 17 Other expenses (Part IX, column (A), lines 11 a-11 d, 11f-24e)....................................... 7 , 1 , 107, 802.
18 Total expenses. Add lines 13. 17 ( must equal Part IX, column ( A), line 25) ,,, 1 , 2 , 55 . 2 , 12 3, 993.
19 Revenue less expenses. Subtract line 18 from line 12................................................ 14, 918, 162. 4 9 6 , 3 3 0 .
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 .
22 Net assets or fund balances. Subtract line 21 from line 20.......................................... I 15 , 4 1 b , U 4 14, V 19 , 717 .
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
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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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)
Pepvgf93net 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.
ogttme.com
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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 ISing: 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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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)
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
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
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F
EeulFmml Fa
IhyanM FSHN S.Wlen
Lad L. 1. FadIIN IYaxleMlltlnMelu' e al. Ryes
EI.Z. . an Gu Lm
SecunMnlarmsnhm L. Lax
film TtleFApne.
TWomim 61..bSm
lYL
eq d. Total Facil' un an Fqufmant
s 6.1m 5 5 5 sv. xh 5 5 5 n5m 5 mo 5 IOSm 3. M FY XIq 0. 0 atom
47'" Pram..MMapmenlat .I., Inarenann
lrq 1®
L. m,
m m, m ILSmI PM1IXapn 1.
y.a 56,
m] WI Lms 6s1 Sm 11, SmI a. S1.]% Dispa, TrapxV slpivaM Gbprya l" x
And6j 4m1 63m. P, 6
P- - Pmmdlm. idalGnebpnenl sm S
55 L. ando 5 Sm 5 2165 5 SSjBS $ ml 5 W" Il A% 1I0] 0 Ya 2® 56.
3m Llm 59., m PMamarcn 6
RMoctlon Pen 5.
lllpx 11.1
MN NXTmllin6wa , uion Z. tun
19m1I) i AMHan 40 ml Artnl. SU L6
Lml 1.= Prod m
LIIO ll,] m nand lade
a.aOnid. Sm I. UBo% E9uWllm Pl woman- s&P am Uquipment
Sm Land I1. 6m1ioada PlWuctlan 5 5 55
5 62. Sm $ S v. m 5 a5m $ 2. I. 6. 1% FY AZI In. IP. OM 25( o
LmJ U. Dana.De'..- 9l. Sm Win nm3 iim
Tot. ttge daUon A Pmw .
1. 5
5 55SSa. 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 MMn SJAJ OT PA In S nd FOcllltltl 56.&aK.
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
500IID IID. OmI S Pnpnl $ IiM? xl S 5 5 5 FY IDXI 5 a0 M 5
S I65btl 5 liXabl 5 111t1ID1 5 I] L LII t
DocuSign Envelope ID: AEF88DE6-E12A-4394-AE83-A1C012CE171F