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HomeMy WebLinkAboutResolution_BPW_01-19-22-06_Arts Grant_80,100.00_The Cat, LtdRESOLUTION NO. BPW 01-19-22-06 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter into contracts; and WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 1. The foregoing Recitals are incorporated herein by this reference. 2. The receipt ofthe Contract is hereby acknowledged. 3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public for review. SO RESOLVED this day of , 2022. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2022\\Acknowledge ArtsGrantTheCat Ltd.docx1/7/202212:57PM DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF 1/19/2022 1/19/2022 January 1/19/2022 19th 1/19/2022 4 2T t e MA '\ ytVV ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred ""tog as "A eement") ntered into by and between the City of Carmel (the "City") and YLC c_T l rCd (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 } 1. That on behalf of Grantee, a not -for -profit corporation, I, Lift (( c j Sri [y0i, 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 $ 80 ,100.00 to the Grantee for the eligible costs of the project (the "Project") or services as described in Exhibits "A" and "B" of this Agreement. The funds shall be used exclusively in accordance with the provisions contained in this Agreement. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of 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: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF 5. Payment of Grant Funds by the City. The payment of this Grant by the City to the Grantee shall be made in accordance with the following conditions: A. This Agreement must be fully executed and signed by both Grantee and Grantor. B. Grantee has attached all the following information, which it represents and warrants to be true and accurate, all which have been incorporated fully by reference: I. An application and description of the proposed use of the grant funds (EXHIBIT A); 2. A budget for the calendar or fiscal year for which the grant is requested EXHIBIT B); 3. Certified copies of incorporation as a not -for -profit corporation under state law EXHIBIT C); 4. A not -for -profit application or determination letter from the U.S. Internal Revenue Service identifying that it is a not -for -profit corporation that is exempt from Federal income tax (EXHIBIT D); 5. Any audits, reviews or compilations available describing the financial condition of the Grantee, unaudited Balance Sheet and Income Statement, most recent available IRS Form 990, and the attached Affidavit (EXHIBIT E); 6. A list of the Grantee's board of directors and officers listed (EXHIBIT F); 7. A Year End Report from the previous year if Grantee received an Arts Grant from the City of Carmel in the previous calendar year, pursuant to paragraph 8 herein EXHIBIT G). C. Any other grant conditions that City requires to be met by Grantee, specifically: 6. Grantor's right to request audit or review. Grantee shall submit to an audit or review by an independent Certified Public Accountant of funds at the City's request, and shall make all books, accounting records and other documents available at all reasonable times during the term of this Grant Agreement, and for a period of three 3) years after final payment of funds under this Agreement, for the purpose of an audit by the City of Carmel, the State of Indiana, or their designees. Said review or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who M DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF 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: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF 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: Grantee") By: Signature) Printed Name of Officer: l i Title: f 1 c rre pr- Date: CITY OF CARMEL ("Grantor") By: James Brainard, Mayor Date: 12/29/2021 ATTEST: , M Date: 12/29/2021 If you have any question contenting the City of Camtel's 2022 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, skibbeOcamnel 4 DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF If, Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: n APPLICATION AMOUNT: S I 0 1 r-( / DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: TKO r d y l © bf% Additional pages may be added to Exhibit'W') -66 1 14,/X T M j ty ' 5 DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF Our request for 2022 is threefold, totaling 109,148. (Last years' request was 116,988) 1. $86,148 STAFF & OPERATIONS 54,090 Staff The Cat has become a Carmel mainstay, with a multiplicity of arts offerings. Patronage from the artistic community continues to grow. Over the last 6 months The Cat has averaged 3.5 weekends booked each month. Willie Wood continues draw no salary. In 2019, The Cat hired her first full-time employee. In 2021, The Cat hired a part-time Development Director, but had to eliminate the it due to budgeting priorities. In 2022, The Cat plans to create a part-time position: a hybrid encompassing technical & operational responsibilities as well as development skills. The Cat strives to provide careers for theatre professionals as one more way to serve her mission. 32,058 Operations In past years the Carmel Arts Grant gave The Cat a 30% operational expense, thus allowing her to maintain low rental and ticket prices. In addition, she was able to create a small savings to sustain her through low-income months. That savings became vital to her sustainability in the 2020-21 seasons 2. $18,000 CARMEL APPRENTICE THEATRE PRODUCTIONS Our signature company serves the mission to create experiences for people of all abilities and stripes. We plan to increase our reach by producing 3 shows in 2022. previously: 2) We humbly request this funding to support this special mission. 3. $5,000 THE CATMOBILE ACQUISITION We would like to create a mobile theatre called The Catmobile! Acquisition 2022 ($5,000) / Build & Touring 2023 Our plan is to 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 take The Catmobile to schools, neighborhoods, arts events (such as Meet Me On Main!), senior citizen facilities, and churches. It would be painted like a Tabby Cat and have ears! Our new friend Brad Osbourne is excited to help The Cat make this happen! stirs. ........... November, 2021 submission to the 2022 Carmel Arts Grants DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF ADDENDUM The Why of The Cat - 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) 5 summers ago, I took a trip to NYC to visit some friends. Jim & Joyce Houghton had been living there for years, raising a family and founding a theatre (Signature Theatre). Their youngest, a boy named Henry, has autism. At the time of my visit, he was 22 years old. Nevertheless, Henry was cast as a lead in Anything Goes at an awe-inspiring production company called After Work Theatre. Jim, who had just received a Tony Award for his theatre, was very well respected in the theatre community. Not only was he the founding artistic director of a theatre that worked personally with American legends like Arthur Miller and Edward Albee, he was also the director of drama at Juilliard. These facts are only important to give context for the rest of the story. Jim was Mr. Theatre. One of the evenings I saw his son Henry in Anything Goes, I couldn't get a seat so I stood against the back wall, by a piano, with Jim. Every time Henry came on stage, I glanced over to see Jim's beaming face! At the end of every song Henry was in, I looked over at Jim and saw him whoop and holler! Occasionally I would see him holding up his camera, clearly in violation of the pre -show instructions! 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 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 the arts affordable, we are bringing more people into the theatre; and performing arts helps to build a stronger community. November, 2021 submission to the 2022 Carmel Arts Grants DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF ADDENDUM The Cat Community Our 15t performance was in May of 2017. Side By Side BySondheim performed by Carmel legend Ellen Kingston and the Carmel Theatre Company, led by June & John Clair. Since then, we have had over155 different productions. RESIDENT ARTS COMPANIES THEATRES & ARTS COMPANIES o Amalgamated Stage Productions o Ballet INitiative o BarclFest o Christian Youth Theatre 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 Reciprocal Theatre Company o The MD Writer o Youth Inspiration Theatre SCHOOLS, RECITALS, CAMPS o Art Lab o Carmel Music Academy o Coach Blair's Music Studio o Comedy with 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 Barometer Soup (Jimmy Buffet tribute band) CHARITIES o Our Lady Of Mount Carmel o Guerin Catholic High School o Hamilton County Young Republicans o Toys For Tots o Carmel Fire Department o CYAP (Carmel Youth Assistance Program) The Cat also supports the community by providing space to nonprofits at discounted rates or free. November, 2021 submission to the 2022 Carmel Arts Grants DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF ADDENDUM The Cat's Mission at Work Carmel Apprentice Theatre Diana Pratt (the face of our mission) Diana is 59 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 3'd show Annie! You're A Good Man Charlie Brown Diana is in the middle, in the pink shirt!) The Addams Family November, 2021 submission to the 2022 Carmel Arts Grants DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF ADDENDUM The Cat's Mission at Work (continued) Carmel Theatre Company Our first 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! Side By Side By Sondheim Ballet Initiative Resident Ballet Company Incubated by The Cat Proud! That's how we feel about our association with Ballet INitiative. When we heard that this group of 5 highly talented young ballerinas were looking for a home to create their own company, we jumped at the chance to host them. Christina and her dance partners have quickly become our favorite resident arts company. They have also endeared themselves to the community of Carmel. Performing 6 ballets and helping choreograph our musicals, they are loved by all who meet them. Add to this the unlikely fact that, as a brand-new arts company, they are fiscally sound, and you have the perfect group of artists. We hope these ladies stay here a very long time. November, 2021 submission to the 2022 Carmel Arts Grants DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF ADDENDUM 6 Month Review The Honorable James Brainard June 24, 2021 One Civic Square Carmel, IN 46032 Dear Jim, I'm so proud of what our folks at The Cat have done this first part of the year. Thanks to you! We've done our best to improve the facilities so that our artists and audiences can enjoy the shows better: We lowered the stage so that actors can actually raise their arms without hitting the ceiling, and we built a passageway on the north side so that actors in the east dressing room don't have to go outside the building to get to the stage! For the residents and visitors to Midtown Carmel, we have improved our Community Garden. We now have over 150 square feet of everything from corn, to tomatoes, to peppers and herbs for people to pick and take home! (My favorites are the cherry tomatoes. I often see people stop and eat them right off the vine. We saw a bunny the other day.) We've hosted a few artists, free from rent, as a way to incubate their companies: Art Lab lost their lease and they have been having classes in trade for help on our sets and costumes. Because of a plea from Karolyn Brumley two years ago, Maren has been able to keep her business in Carmel. Barometer Soup was in need of rehearsal space so they could get up and going. This great Jimmy Buffet tribute band is led by Steve Greenburg and one of the Wright Brothers! We had a few empty days that needed artists to keep The Cat company! We conducted a Scouts theatrical seminar, as well as a seminar for kids served by the Carmel Youth Assistance Program! And we continue to host new -work table -reads so that authors can hear their works performed, as well as get critical feedback from those in the community. We are attempting to create a new entertainment series for Carmel: Comedy at The Cat. Stand -Up comedy ha been absent from Carmel for several years, so our partnership with Carmel resident Dave Dugan and legendary Indianapolis native Dave `The King" Wilson brought forth 2 productions in a series of four this year. Look out for Gen LaGreca. An award -winning novelist, she adapted her book Just The Truth to the stage. Produced by another fledgling theatre company: Reciprocal Productions. RP had a successful Pirate Cabaret earlier this year. Our most fruitful partnership the lately is with Christian Youth Theatre (CYT). With last year's lockdown they adapted their model to produce smaller, non-musical shows. 2021 saw several at The Cat, and they've had 17 performances these first 6 months (Junie B Jones/Radium Girls/Play In A Day)! From 8 to 18, CYT serves and educate hundreds of Carmel's children each year. Next year they will start producing small musicals at The Cat! We will have the most summer interns ever: seven! These young people write, produce and direct shows, as well as learn all the technical aspects of live theatre. Some go on with theatre, and some learn that it's not for them. Throw in our flagship company Carmel Apprentice Theatre's hysterical farce Play On!, Dr Louis Janeira's Imminent Danger, and Ballet Initiative's (Carmel's only professional ballet company) Night of Classics and Happy Hour, and I couldn't be happier with the diverse and fun productions we have had in just 6 months! So, just a recap of the first 6 months, and a hearty thank you for your support. Sincerely, Willie Wood November, 2021 submission to the 2022 Carmel Arts Grants DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF ADDENDUM People Who Love The Cat — Testimonials 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 Ballet INitiative has found a home at The Cat. From the friendly faces of the staff to all of the assistance and support we've received with each production; we are so honored and proud to be The Cat's resident dance company. This last year specifically The Cat has really helped us to expand our repertoire and our audience reach, which is helping our business grow insurmountably. We love The Cat!" Ola Tarnowski Co-founder; Artist Ballet Initiative The Cat was a home. This Summer I have found family and friends. I have been given so many new opportunities from the Cat. I am so proud to have been a part of the internship program and Cat family." Maddie Wood Summer Intern, 2021 I'm not sure what Christian Youth Theater would have done without The Cat during this past year. Although they are always one of our most valuable partners, we appreciated their careful consideration regarding operations during the pandemic. Willie and Audrey are always willing to take my call, brainstorm, discuss possibilities, and always support us. They help us form new community partnerships, connecting us with others who they know can be of assistance. They perform tasks to ensure our success that, quite honestly, aren't part of the job description of those who work for the facility. The Cat is one of the Carmel arts scene's most important resources. Theater companies always struggle, and brick and mortar is almost impossible to afford. To have a theater where we can perform in Carmel, with individuals like Willie and Audrey who truly understand and have a passion for the art, is something other communities don't offer. CYT is here today because of The Cat." Laura Baltz Artistic Director Christian Youth Theatre The Cat is a diamond in the rough in Carmel, the perfect place for a local, amateur playwright like me, which has and continues to allow me to stage my work. The managers and people behind the scenes are great to work with and have a "can do" attitude about getting the show on stage. The Cat also reaches for the impossible, being the only theatre company in the world to perform Annie 1 & Annie 2 in repertory. If you like stage live performances, The Cat is a must! You will not be disappointed." Louis Janeira, MD The MD Writer 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 are so appreciative of you and everyone at The Cat and are so grateful to have you in our lives." Christina Voreis Co-founder; Artist, Executive Director Ballet INitiative November, 2021 submission to the 2022 Carmel Arts Grants DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF ADDENDUM People Who Love The Cat - Testimonials (continued) I wanted to thank you for arranging for us to run the world premiere of our play, Just the Truth, at the Cat this last June. The Cat has opened many doors for me as a local playwright and also for the nonprofit organization that I direct called the Winged Victory Foundation. We were able to premier our play to very enthusiastic audiences. Besides offering the community a murder mystery and thriller, Just the Truth honors the profession of journalism and its critical role in protecting our freedoms. Thanks to The Cat, we were able to bring this important play to our community. Noteworthy people attended, including city and town council members, theatre professionals, state officials and candidates, directors of local organizations, neighbors, students, professionals, and retirees. We ran the full gamut in our audience, serving many diverse groups in our community. It was great working with you, Audrey Larkin, and the rest of the cheerful, competent staff and volunteers at The Cat. The theatre is always clean and well managed, and the stage improvements provided the room needed for our various sets. Add to that comfortable seating, as well as good sound and lighting, and the entire experience was entertaining, comfortable, and memorable for us and for the audience. What a great venue The Cat is, and so close to Carmel's restaurants and shops! People in the audience told me on how much they enjoyed being at The Cat. Some guests were coming to The Cat for the first time, and they commented on how pleased they were to find live theatre in the heart of the Arts and Design District. The Cat is a vitally important venue for live theatre and a perfect complement to all the other activities in our vibrant Arts and Design District. I've also enjoyed going to The Cat many times as a guest, watching musicals, ballet, drama, etc., all well -performed by enthusiastic casts and crews. Thank you very much for the opportunity and honor of having our world premiere at The Cat." Gen LaGreca Novelist & Playwright Founder- Winged Victory Foundation We offer a unique diploma option at our school called the International Baccalaureate (IB) 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 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 Finding a home at The Cat for our new theatre company, Approxima Productions, 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 November, 2021 submission to the 2022 Carmel Arts Grants DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF ADDENDUM People Who Love The Cat - Testimonials (continued) 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 along string of annual congratulatory messages." John Clair Chair - Carmel Theatre Company Co-founder - BardFest 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 Summer Intern, 2017 Bard Fast began with an idea. Could we feature full scale Shakespeare productions but in a small intimate setting and present them in rotation creating a festival? The answer was yes if we could achieve strategic partnerships with small theaters in the community. The Cat has played a large role in our development. They were among the first to step forward and embrace the notion of a Shakespeare festival here in Carmel to enrich the cultural lives of its citizens. Shortly we will begin our 8th year. We have grown to become the largest Shakespeare festival in Indiana and attract actors and audience from across the area. The Cat's support has been critical in that success. We would not be here otherwise. The Cat believed in our dream and the results have been spectacular. Glenn Dobbs BardFest Founder and Executive Producer The Cat has been the newly founded home for our Magic Thread Cabaret series in Carmel. We are very happy to spotlight and celebrate local central Indiana talent in this gem of a place. The theatre, and Will Wood, share our passion for developing further performing arts experiences for the Carmel community. The Cat is special in that it represents a more intimate audience experience and gives several local or up-and-coming resident companies like us to showcase our work. Our goal is to uplift the American Songbook through our cabaret series in Carmel. Without The Cat, we might not even have ended up as part of the Carmel Arts scene. We are very thankful to The Cat and the support they have given us to produce a very successful first season!" Dustin Klein Artistic 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 Summer Intern, 2018 November, 2021 submission to the 2022 Carmel Arts Grants DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF ADDENDUM People Who Love The Cat - Testimonials (continued) 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 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 Co -Founder M3 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 fun! 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 November, 2021 submission to the 2022 Carmel Arts Grants DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF ADDENDUM The Cat's Fact Sheet Address: 254 Veterans Way, Carmel, IN 46032 The far southeast corner of The Carmel Arts District!) Website: www.thecattheatre.com Email: WillWood@thecattheatre.com Facebook: https://www.facebook.com/thecattheatre/ personal cell: 317-750-2484 o om 2nd St NE m i L Dq n 1st SI NIN 1st SI NE. Bub's Burgers Ice Cream'1' Museum of Miniatures a n N 5 y SEZEqN iA D y The Cat 2nd st SE 2nd $t SW F, a 3rd SA SW 3rd St SE Jth CSC y ath St SE lastllal D, Carmel High School) m Z ma E Main St V Carmel Clay Public Library Wanel View 9 Carmel Elementary School 511 st SE Sd+ St Sr_ Willie Wood Biography E Main St Amen CI 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. 11 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. November, 2021 submission to the 2022 Carmel Arts Grants DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF THE CAT LLC 2022 Annual Budget TOTAL Jan Dec 2 Income Concession Sales 12,725.00 Grant 110,000.00 Rent 50,900.00 Sales 700.00 Sponsorship 20,000.00 Ticket Sales 16,300.00 Unrestricted Contributions 8,000.00 Total Income 218,625.00 Expense Advertising and Promotion 360.00 Bank Service Charges 100.00 Computer and Internet Expenses 1,500.00 Concession Supplies 6,900.00 Fundraising Expense 150.00 Insurance Expense 1,700.00 Marketing 3,000.00 Meals and Entertainment 500.00 Office Supplies 250.00 Payroll Expenses 54,100.00 Permits and Licenses 3,000.00 Production Show Budget 10,500.00 Production Show Talent 5,400.00 Production/Show Licensing 2,000.00 Professional Fees Accounting 5,800.00 Legal 1,000.00 Total Professional Fees 6,800.00 Rent Expense 70,700.00 Major Rennovations Repairs and Maintenance 1,500.00 Security 400.00 Taxes Food & Beverage Tax 255.00 Personal Property 500.00 Total Taxes 755.00 Telephone Expense 1,416.00 Theatre Small Equip & Supplies 15,300.00 Trash Service 510.00 Utilities 9,500.00 Total Expense 196,341.00 Net Operating Income 22 284.00 Exhibit B DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF EXHIBIT b m Office of the Secretary of State Certificate of Assumed Business Name Of THE CARMEL APPRENTICE THEATER, LLC 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 thisdocument 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/PublicBusinessSearch DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF 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 Tyne. 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 1 "Avenue, Suite A, Carmel, Indiana 46032. ARTICLE H Purposes and Powers Section 2.1. LuMoses. 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: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF 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 of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, and returning grants, if any, owing to the State of Indiana, dispose of all assets of the Corporation exclusively for the purposes of the Corporation in such a manner, or to such organization(s) organized and operated exclusively for nonprofit purposes as shall at the time qualify as an exempt organization(s) under Code Section 501(a), or corresponding provisions of any subsequent Federal tax law, as the Board of Directors shall determine. ARTICLE III Period of Existence The period during which the Corporation shall continue is perpetual. ARTICLE IV Registered Agent and Registered Office The name and address of the Registered Agent and Registered Office is Christopher S. Roberge, Bose McKinney & Evans LLP, III 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 DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF 1. 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. specified from time applicable law. Qualifications. Each Director shall have such qualifications as may be to time in the Bylaws of the Corporation or as otherwise required by Section 6.3. Names and Address of Directors. The names and addresses of the initial Board of Directors are: Name Address, State, Zip Code William R. Wood 254 1' Avenue, Suite A, Carmel, Indiana 46032 Deborah B. Wood 254 1 st Avenue, Suite A, Carmel, Indiana 46032 Miranda Armie 254 1st Avenue, Suite A, Carmel, Indiana 46032 Christopher S. Roberge 254 1st Avenue, Suite A, Carmel, Indiana 46032 Christopher Carmen 2541 st Avenue, Suite A, Carmel, Indiana 46032 Section 6.4. Terms of Directors. Directors of the Corporation shall be elected for such terms as may be fixed by the Code of Bylaws of the Corporation and shall, if the Bylaws shall so provide, be divided into as many groups whose terms of office expire at different times as the Bylaws shall pr vide. Section 6.5. Powers. The Board of Directors shall have full power to manage the affairs of the Corporation, including any and all power granted by the Act. Section 6.6. Removal of Directors. Any or all members of the Board of Directors of the Corporation may be removed at any time with or without cause by a vote of the majority of all the members of the Board of Directors held during any meeting of the Board of Directors called expressly for that purpose. Section 6.7. Meetings. Meetings of the Board of Directors of the Corporation shall be held at such places, either within or without the State of Indiana, as shall be specified in the DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF respective calls and notices or waivers of notice of such meetings given in accordance with theBylawsoftheCorporatiorL ARTICLE VII Incorporator The name and post office address of the incorporator of the Corporation is William R. Wood, 254 Pt Avenue, Suite A, Carmel, Indiana 46032. ARTICLE VIR Provisions for the Reealation 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 theCorporationortheDirectorsareasfollows: 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). DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF 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 DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF 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 areinterested, shall be valid for all purposes, notwithstanding the presence of such Director orDirectorsatthemeetingoftheBoardofDirectorsoftheCorporationwhichactsuponorin reference to such contract or transaction. Also, notwithstanding such Director's participation insuchaction, 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 ortransactionbyavoteofamajorityoftheDirectorspresent, 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 theseArticlesagainsttheCorporation'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 Section509(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 asdefinedinCodeSection4941(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 subsequentfederaltaxlaws. . 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 correspondingprovisionsofanysubsequentfederaltaxlaws. 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 DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF 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. Exem tp 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 WUREOF, the undersigned hereby executes these Articles of Incorporation as of this _ day of February, 2018. i/ V yu t1(jl%17 William R. Wood, Incorporator 3361574v2 DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF K,1idi% 16 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY P. 0. SOX 2508 CINCINNATI, ON 45201 Employer Identification Number: Date: FEB 21 2019 82-4715318 DLN: THE CAT LTD 17053166308028 CIO DON MEYER Contact Person: 111 MONUMENT CIRCLE STE 2700 SIRIJUN MAYI ID# 31449 INDIANAPOLIS, IN 46204 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 Dear Applicant: We're pleased to tell you we determined you're exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c)(3). Donors can deduct contributions they make to you under IRC Section 170. You're also qualified to receive tax deductible bequests, devises, transfers or gifts under Section 2055, 2106, or 2522. This letter could help resolve questions on your exempt status. Please keep it for your records. Organizations exempt under IRC Section 501(c)(3) are further classified as either public charities or private foundations. We determined you're a public charity under the IRC Section listed at the top of this letter. If we indicated at the top of this letter that you're required to file Form 990/990-EZ/990-N, our records show you're required to file an annual information return (Form 990 or Form 990-EZ) or electronic notice (Form 990-N, the e-Postcard). If you don't file a required return or notice for three consecutive years, your exempt status will be automatically revoked. If we indicated at the top of this letter that an addendum applies, the enclosed addendum is an integral part of this letter. For important information about your responsibilities as a tax-exempt organization, go to www.irs.gov/charities. Enter "4221-PC" in the search bar to view Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities, which describes your recordkeeping, reporting, and disclosure requirements. Letter 947 DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF 2- THE CAT LTD We sent a copy of this letter to your representative as indicated in your power of attorney. Sincerely, 4, Director, Exempt Organizations Rulings and Agreements Letter 947 DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF STATE OF INDIANA ) SS: COUNTY OF 1IAMILTON ) AFFIDAVIT 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 the previous year totaled $ l q 2 ; 034 y rl 6 Signatur l ` Printed Name / i f Q Subscribed and sw/nom to before me, the undersigned Notary Public, this 0- day of DUME ) -K 2021. RA7NOtaryPUblic TORORASealEdricateofIndianammNP0734876om5 Jul15, 2029 SEAL] Signature - Nbt6y Public 'n PrintedName_RumOrdtpo P Gt iM0Va Resident of "EN D R I CK S County, Indiana My Commission Expires: 7u 4 15 120 2 DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF 1:55 PM The CAT Ltd. Exhibit E-1 11111/21 Cash Basis Operating Statement Year -To -Date As Of October 31, 2021 Jan - Oct 21 Income Concession Sales 8,900.07 Grant 84,000.00 Program Ad Rent 22,243.50 Sales 668.02 Sponsorship 11,000.00 Ticket Sales 12,246.38 Unrestricted Contributions 7,000.00 Total Income 146,057.97 Expense Fundraising Expense 113.49 Cash 100.00 Advertising and Promotion Automobile Expense 42.80 Rank Service Charges 5.25 Casual Labor Computer and Internet Expenses 1,241.44 Concession Supplies 2,835.58 Covid 19 Prevention Supplies Insurance Expense 1,700.00 Marketing 1,981.31 Meals and Entertainment 444.44 Office Supplies 206.80 Payroll Expenses 40,695.38 Permits and Licenses 867.47 Postage & Delivery 135.53 Production Show Budget 3,050.23 Production Show Budget - Talent 4,449.66 Production/Show Licensing 4,490.00 Professional Fees Accounting 4,332.50 Legal 795.33 Total Professional Fees 5,127.83 Rent Expense 58,883.82 Major Rennovations 6,892.38 Repairs and Maintenance 316.76 Security Taxes Property 25.00 Food & Beverage Tax 138.40 Taxes - Other Total Taxes 163.40 Telephone Expense Theatre Small Equip & Supplies Trash Service 425.56 Utilities 7,865.85 Total Expense 142,034.98 Het Operating income 4,022.99 Page 1 of 1 DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF 2.27 PM The CAT Ltd. 11/11/21 Cash Basis Balance Sheet As of October 31, 2021 Exhibit E-2 ASSETS Current Assets Checking/Savings Citizens Bank 20,526.07 First Merchants Bank 0.01 Totai Checking/Savings 20,526.08 Total Current Assets 20,526.08 TOTAL ASSETS 20,526.08 LIABILITIES & EQUITY Liabilities Current Liabilities Other Current Liabilities Payroll Liabilities (1,340.67) Total Other Current Liabilities (1,340.67) Total Current Liabilities (1,340.67) Total Liabilities (1,340.67) Equity Unrestricted Net Assets 17,843.76 Net Income 4,022.99 Totai EquAy 21,866.75 TOTAL LIABILITIESBIB T ' 20,526.08 DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF gxkjk.if t"3 rLarI..0 o1I1„• I mt A For life 2020 olencla 13 I IenJnu: G Accounling PAclhod I Website: Showt (F'ovrn onlRNa na 0047 Return of Organization Exempt. Pruitt OY onrie Tax '(0) Jnder section 501(c), 527, or 11947 (9) (1) of the Internal Patellae Code (except private foundations) ^_ 1 Do not enter social secin'ity nunibel's on this torin, as it may be made public. G Go to wevty. Irx.pnv1Forar9.90EZ for instructions and file latest information. or tax year bequiran_9_ , 2020, and ending , 20 D Employee Nentification number I he Got I.LC 824715315 N roll.. t r: I'(1 v, nn1 .r rr net =1 1cse1 clan v.ullR C IoloNhonr Inba' Z.14 veo, al' VvdY A 3177502484 VA.1 u , v r1 y ann lIP u I,,,, i9, 1.'I ,I crrL: P C1'9tlp Exemp110n C,10110 IN 460s2 Number le I (,osh Accnra OII e (spucih-0 m H Gho'sk P (. l 1f the or9amzalion is not reduirod to attach Schedule B J 'lax-oxompt status I t .Ic only an I - ' •j S:Itin)( S)i 501(c) I ) d (insad n1 ) ;!t<I7(all 4 a f _ i527 Form 990, 390 I L t r 990-Pr) K I .... n of orgmti: tee r Col'poratlon _ I Trust 1 1 Asocial on e-i Other LLG L Adcl lions 5b, Tic. .uvJ 71) to I'll(-, 9 to deiarminn t ass iereipis. 11 glees ier,ailcrs a1'e $200,000 01 Irwin, or if IOL>I assets Port It, colelnn R)) are ti600 000 or Inoie, file Form 991 of For n 990-CZ . _ 6 S 111289139 i sb( Revenue, Expenses, and Changes In Net Assets or Fund Balances (see the instructions for Part I) Check it the or_ anlZ00011 used Schedule 0 to res and to am c ICstlon u3 this Pal t I 1 i;antributions, gifts, grants, mxl slnvlar mnount 1rcavoil 1 I u4 s ss 01 2 Proy.uo service revenue Including uoventment iees and contracts 2 Oslo od ilp ues assessments- I 3 c 4 Investlncnt incoe - q 0Crossa » lounttm Item sdle issels other Ile. n hwentory 5a 0 b L c s: co I Or other ha.,u and „ales t x cnscs Gb o c Gain of (loss) h'oni s tie of assets other'than inventory (subtract line. .5b from line 51) . . . 5c 0 6 Ganr1oq and ILndraisinq events: a Gross income from naming (attach SChedtde G if greater Ilion 15,000) _ 0 1)m tie. Gross o urns horn fullahnisiny events (not I WILldinq $ 0 of G0l)G ibatl0nS rs role Ium ndrsillgevents reported on hoe 1) (attach Schedud le G ' the sum of Sloth gross II corm. and rtmtnhoions exceeds ;1[1,000) 61) 0 c Less: cheer ox Penses hem 1 gamineand fundraising events d Not income or (loss) horn gaming and fundraising events (add lines 6a and 61) and subtract 1 hoe fie)_ 6d O a r= itxsS s the of 111vontor Inn rehuns and allo'r aces b Less cost of Nocdti bold _ 1 76 e c Goss plufit or (loss) `tom sales or Inventory (subtract line 7b from fine 7a) 7e 0 1 8 OthGI 1r•venun klescrlbe m Schedule Oi G a 9 Total revenue. Acid nos 1, 2, 3. 4 r)c, tad. 7c, and 6 D 9 142643 39 10 G1 ants wed SlNhUr 1n10un1G puld(list in Schedule 0) .. ._.. .:. 10-1 o- 11 Benefits pald to or lot niI 17. Salaries, Who compensation and alnp:oyee benefits 12 16506 15 c 13 Proles lonal ees and ether payments to independent contractors . 13_1 e105 12 Kl 14 OCCap ircy. 1'tnt, (ifilitios, laid maintonance 14 77359 79 to 15 f'rinliuy publice110n pOSlagc, ant+ „hipping 1_5 2198 90 16 Oflet exparlses(duscrlbe4l Scheel L11e 0) 17 Total expenses. Add Ilnes 10 thl ough I _.. b_ 1 17 1- 156530.50 t, 16 LXI; nJJ OI (deh Gil) IOI the 7e 1Y (SLltlll elCt IriB 1! horn InP 9 11$ 1353 /.I I 19 Net Jbel el falls 114 b Leb dIb Ulilllltll) O1 flow f1110 7 UOInlll ,I(P)) (n11151aglfC Wlh ot I 4 tyP0Y not 1 - ll' tl(.IUre I eportGd on p1101 Peal j 19 3325699 m I LQ Jijlel t,hd Ives Ill [let tltoSOISQI" Illnd t'la lCe519%Jaln In SGhcdtle 0_ _ 29 e z '21 Nect assets or fund balaoceb at Grid of year. Combine lines I6 through 20 D 21 tans Ob For Paperwork Reduction Act Notice, seethe sepal ale instructions. Got. No. '0021 1orm 990-EZ moro DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF THE CAT, LTD Membership List Effective as of February _. 2018) Officers: President: William R. Wood Treasurer: Deborah B. Wood Secretary: Miranda Annie Directors: William R. Wood Deborah B. Wood Miranda Armie Christopher S. Roberge Christopher Carmen Members: William R. Wood Deborah B. Wood 33b1i73 2 DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF the Mission of Th,, Come play! The Cat is a spirited theatre hub serving the Carmel & 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 r mr very own theatre ronlpan'l9! 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. Y/9M f HAPPLNU) IN 2021 The Cat feels fortunate that she has been able to survive those frightening days of Covid in great part to the Grant received from The City of Carmel. The Cat's income from rental fees and concessions was dramatically down last year. 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 half her staff, her operations and meet her financial obligations in 2021. In addition to staff and operations support, the 2021 Carmel Arts Grant was designated to 2 Carmel Apprentice Theatre productions — Play On! and Disney's Little Mermaid. Play On! was postponed from last year, playing to sold out houses! As of this writing, Disney's Little Mermaid is being produced at 100% occupancy to fabulous audiences! Adaptation and Tenacity have been our words for the last 2 years! November, 2021 submission to the 2022 Carmel Arts Grants DocuSign Envelope ID: 15E0B74B-0FAA-491E-A7BC-00BB8A086FBF